Terms & Conditions

No-Russia-Clause

(1) The [Importer/Buyer] shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.

(2) The [Importer/Buyer] shall undertake its best efforts to ensure that the purpose of paragraph (1) is not frustrated by any third parties further down the commercial chain, including by possible resellers.

(3) The [Importer/Buyer] shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1).

(4) Any violation of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement, and the [Exporter/Seller] shall be entitled to seek appropriate remedies, including, but not limited to:
(i) termination of this Agreement; and
(ii) a penalty of 20% of the total value of this Agreement or price of the goods exported, whichever is higher.

(5) The [Importer/Buyer] shall immediately inform the [Exporter/Seller] about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The [Importer/Buyer] shall make available to the [Exporter/Seller] information concerning compliance with the obligations under paragraph (1), (2) and (3) within two weeks of the simple request of such information.

Note: Please note that there will still be changes to ensure legal certainty.

1. Overview

All deliveries and services of ‘Loxone Electronics GmbH’ (Seller) are carried out exclusively based on these General Terms and Conditions. Any deviations or amendments from these General Terms and Conditions are only valid if this is expressly confirmed by ‘Loxone Electronics GmbH’ in writing before the conclusion of the contract. Where applicable, the Partner Guidelines must be followed alongside these Conditions. These guidelines are made available to Loxone Partners from the Partner Portal.

These General Terms and Conditions are the contract between you (Buyer) and Loxone Electronics GmbH (“us”, “we”, “our”, etc.). By visiting or using Our Website, you agree to be bound by them.
Your agreement is with Loxone Electronics GmbH, registered in Austria under company number FN 326074 x. The company address is Smart Home, 1, 4154, Kollerschlag, Austria.
We are represented in the United Kingdom by our local subsidiary; Loxone UK Ltd, registered under company number 07990459. The company address is The Forum Station Road, Theale, Reading, Berkshire, England, RG7 4RA.

These General Terms and Conditions are valid for existing as well as for all future business transactions. Additionally, such for all information given in connection with such transactions in brochures, price lists, advertisements, on the packaging etc., no matter whether they have been given verbally, in writing or via digital means (internet, email, etc).

Upcoming changes to this agreement, effective 01 May 2021:

The above statement for 1. Overview will be replaced with:

All deliveries and services of ‘Loxone UK Ltd’ (Seller) are carried out exclusively based on these General Terms and Conditions. Any deviations or amendments from these General Terms and Conditions are only valid if this is expressly confirmed by ‘Loxone UK Ltd’ in writing before the conclusion of the contract. Where applicable, the Partner Guidelines must be followed alongside these Conditions. These guidelines are made available to Loxone Partners from the Partner Portal.

These General Terms and Conditions are the contract between you (Buyer) and Loxone UK Ltd (“us”, “we”, “our”, etc.). By visiting or using Our Website, you agree to be bound by them.
Your agreement is with Loxone UK Ltd, registered under company number 07990459 in the United Kingdom. The company address is The Forum, Station Road, Theale, Reading, Berkshire, England, RG7 4RA.

These General Terms and Conditions are valid for all business transactions from 01 May 2021 and thereafter. Additionally, such for all information given in connection with such transactions in brochures, price lists, advertisements, on the packaging etc., no matter whether they have been given verbally, in writing or via digital means (internet, email, etc).  

2. Definitions

In this agreement:

Business Day: a day (other than a Saturday, Sunday, bank holiday, or public holiday in Austria or the United Kingdom).
Buyer: the person, company, firm, tradesperson, body, contracted partner, or organisation which purchases the Goods from the Seller. The person or persons representing You. There will only be an exception where the Buyer is considered a consumer in terms of the related consumer rights in the relevant land.
Carrier: means any person or business contracted by us to carry Goods from us to you.
Conditions: the General Terms and Conditions and Terms of Sales set out herein as amended from time to time.
Content: means any material in any form published on Our Website by us or any third party with our consent.
Contract: includes an order that has met the satisfaction of being complete by the Buyer, whereby a contract has been formed between the Buyer and the Seller to acquire Goods. An agreement for the purchase of Goods. Any form of Contract in the traditional sense.
Currency: the currency in which the price of the Goods are sold in and is to be paid in (whether GBP £ or EUR € or another currency, as specified by the Seller, in a quote, invoice, pro forma, on Our Website or elsewhere.
Force Majeure: an event or circumstance beyond a party’s reasonable control.
Goods: means any of the products, software, hardware, services, items, and the like that we offer for sale on Our Website, or, if the context requires, goods we sell to you by any means.
Loxone: Loxone Electronics GmbH, or any of its subsidiaries.
Order: a Buyer’s acceptance of the Seller’s quotation or in the Buyer’s purchase order form if accepted in writing by the Seller.
Our Website: means any website of ours, and includes all web pages controlled by us.
Seller: Loxone Electronics GmbH, or any of its subsidiaries.
You: Anyone that uses Our Website

The definitions are not exhaustive and are provided to aid in the interpretation of these Conditions.

3. Interpretation

The headings in these Conditions are for convenience only and will not affect their interpretation. These terms and conditions apply to all supplies of Goods by us to any customer.
They prevail over any terms proposed by you. Any phrase used in these Conditions are illustrative and shall not limit the sense of the words preceding or succeeding these terms or phrases. A word used in the singular includes the plural and vice versa, and any reference to one gender includes all genders. Any reference to writing or written includes any electronic messaging, including emails. These terms and conditions apply in any event to you as a Buyer or prospective Buyer of our Goods and so far as the context allows, to you as a visitor to Our Website.

4. Our contract with you

This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other terms not forming part of this agreement.
If you use Our Website in any way and make an order on behalf of another person, you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
While we strive to maintain stock levels, we do not guarantee that Goods advertised on Our Website are available.
The price of Goods may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy those Goods.
We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.
If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website; these terms still apply so far as they can be applied.
We do not sell the Goods in all countries. We may refuse to deliver the Goods if you live in a country we do not serve.

5. Offer & Agreement

All offers are non-binding and subject to change. Conclusions of contract only come about through written confirmation of the order by Us or through the delivery of the Goods/provision of a service. As far as We offer Goods obtained from third parties, We can withdraw from the Contract if the self-supply is not carried out through no fault of Our own.
The information about the services of Loxone given in price lists, catalogues, brochures, advertising media, etc. do not represent offers. Oral information, subsidiary agreements as well as all other declarations and promises of Loxone, no matter of what kind, also in connection with the handling of complaints, are ineffective unless they are confirmed in writing by Us as agreed upon before the conclusion of the contract. Changes or additions to the Contract, including the General Terms and Conditions, must be made in writing to be legally valid. This also applies to a departure from this written form requirement. Employees of Loxone are not authorised to make legally binding declarations, such as promises about specific delivery dates. Minor deviations from the product specifications are considered as approved.

6. Price & Payment

The price payable for the Goods that you order is set out on Our Website and in the Order.
All charges for products and services are based on the pricing valid on the day of the purchase. All sales accrue VAT or relevant local sales taxes per the legislation applying to the sale in the respective country. If product or service prices are affected by exchange rates, Loxone is entitled to charge exchange rate increases further.
If by mistake, we have under-priced the Goods, we will not be liable to supply those Goods to you at the stated price, provided that we notify you before we dispatch these to you.
Unless otherwise agreed in writing, all prices are without additional expenses, costs for packaging, delivery, customs. These will be invoiced separately. For services, in particular, maintenance, repair, installation work, and training, the respectively valid hourly rates of Loxone are charged. If the value of the Goods is below £150.00 including VAT, Loxone reserves the right to charge an administration surcharge of £18.00 including VAT.
The costs of software carriers (e.g. CDs, flash drives, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.), as well as possible contract fees, will be charged separately.
Software libraries are charged based on the list prices valid on the day of delivery. All other services (consultancy, programming, training, support, etc.) will be charged at the rates in effect on the day the services are performed. Deviations from the amount of time quoted required for particular work (which serves as the basis for the Proforma invoices) for which the Seller is not responsible, will in the final invoice be charged based on the actual time spent. The costs for travel, daily allowance and overnight stay will be invoiced separately to the You according to the rates valid at the time. Travel times shall be considered working time.

7. Fulfilment of Contracts and Delivery

Your order is an offer to buy from us. We shall accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order. The status of an Order can also be viewed on Our Website. In case of non-payment of the created order within 90 days, we have the right to delete the order.
If we do not have all of the Goods you order in stock, we will part ship your order and fulfil the outstanding stock in a separate delivery on availability. If this (partial delivery) happens you may: 1) accept the alternatives we offer, if we offer to do so; 2) cancel the unfulfilled part of your order;
Delivery periods are non-binding and do not begin before all technical and other details of the order have been clarified. This also applies to periods in connection with the handling of warranty or guarantee cases and other services. In any case, Loxone reserves the right to a delivery period of 30 days starting with the confirmation of the order. Delays in delivery for which Loxone is not responsible therefore do not entitle the Buyer to assert claims for the guarantee, error avoidance or compensation. Partial deliveries are, as far as reasonable for the Buyer, permissible. Interruptions of operation through no fault of Loxone and events of force majeure and other events beyond the sphere of influence of Loxone, in particular also delays in delivery and the like on the part of the pre-suppliers, entitle Loxone, under exclusion of warranty, error avoidance and compensation claims, to extend the delivery periods or, in case of permanent obstacles to performance, to cancel the contract. This also applies if the events occur at a time when Loxone is in default.
The delivery takes place at the expense and risk of the Buyer, also in case of partial shipments. This is also valid if the delivery carriage paid is agreed. Freight charges will not be presented. Insurance of the Goods is only effected on account, and explicit order, of the contracted party. The risk is transferred to the Buyer with the dispatch or collection of the goods by the carrier, at the latest with the handover of the Goods to the Buyer or his representative. Irrespective of the place of delivery and the assumption of any transport costs, Kollerschlag, Austria is agreed as the place of loading.
If the purchased Goods are exported, the Buyer is obliged to arrange for the necessary export and customs permits and the like at its own expense. Loxone is not liable for the permissibility of the export of the Goods. If Loxone should incur any costs or costs through the dispatch, transport or export of the Goods, the Buyer indemnifies and holds Loxone harmless.
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The creation of bespoke plans and programs is based on the nature and extent of information provided by the client. All documentation provided is binding. This also includes test results that are appropriate and sufficient for the application in question and a test environment for an additional test should these be required. All test results and a suitable test environment are to be provided in a timely manner and at the cost of the client. Suppose the test environment is a live system that is already in operation. In that case, it is the responsibility of the client to ensure a safe test environment and create backups of important data.
The basis for the creation of bespoke plans and programs is always a written functional specification that is prepared by Loxone Electronics based on information provided by the client or is prepared by the client themselves. Any cost estimates and offers are based on the functions outlined in the specifications. The specifications shall be verified by the client for accuracy and completeness and written consent to the specification is to be provided prior to the commencing of any work. Alterations or additions to the functional specification can lead to changes in delivery dates and separate pricing agreements for the works.
Bespoke plans and programs require formal acceptance no later than four weeks after delivery to the client. Acceptance of the work fulfilling the agreed specifications has to be in a written report by the client. (Checks for accuracy and completeness are to be carried out by the client based on the test information). Should the client let the period of four weeks come to pass without accepting the program, the supplied software is considered to be accepted at the end of this period. The use of any bespoke software provided by the client in a life installation will automatically deem the software to be accepted. Potential shortcomings, which are deviations from the written functional specifications, are to be well documented by the client and Loxone Electronics is to be notified about these immediately. Loxone is committed to taking corrective action in the fastest possible manner. In case of major shortcomings that have been reported in writing, which prevent the start or continued life operation of a system, will require a renewed complete acceptance report of the whole system after corrective action has been taken. The client is not entitled to refuse the acceptance of software due to minor shortcomings.
On purchase of library (or standard) programs, the client acknowledges the scope of the functionality of the software purchased, and no acceptance report is required.
Suppose it turns out in the course of the work that the execution the order as specified is technically or legally impossible. In that case, Loxone Electronics is obliged to notify the client immediately. Suppose the client does not change the functional specification to the extent that enabled the execution of the order, Loxone Electronics reserve the right to refuse the completion of the work. If the cause of the impossibility is the result of incomplete, missing or inaccurate information by the client or due to a change in the original functional specifications by the client Loxone Electronics is entitled to refuse the completion of the work and cancel the order. Any costs incurred to date for the activities and associated expenses, as well as any dismantling, are to be covered by the client.
Shipment of program carriers, documentation, and specifications is always at the expense and risk of the client. Insurance is only provided at the explicit request of the client and at the cost of the client.
Loxone Electronics shall endeavour to meet the agreed dates for completion as accurately as possible. The target completion dates can only be met if the client provides all the required information in a timely manner at the times indicated by Loxone Electronics. This, in particular, but not exclusively, applies to the acceptance of the functional specification at the agreed date and timely responses throughout the project. Delivery delays and cost increases that result from incorrect, incomplete, or subsequently amended data and information or documents provided by the client are not the responsibility of Loxone Electronics and cannot lead to Loxone Electronics being in breach of the contract. Any resulting additional costs are to be assumed by the client. For orders that include multiple units or programs, Loxone Electronics is entitled to make partial deliveries and to submit partial invoices.
Cancellation by the Buyer is possible only with the written consent of Loxone Electronics. If Loxone Electronics agrees to the cancellation, Loxone Electronics has the right to charge a cancellation fee of up to 30% of the unbilled contract value of the entire project in addition to any services already provided.

Upcoming changes to this agreement, effective 01 May 2021:

The above statement for 7. Fulfilment of Contracts and Delivery will be replaced with:

Your order is an offer to buy from us. We shall accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and tell you when we shall despatch your order. The status of an Order can also be viewed on Our Website.
If we do not have all of the Goods you order in stock, we will part ship your order and fulfil the outstanding stock in a separate delivery on availability. If this (partial delivery) happens you may: 1) accept the alternatives we offer, if we offer to do so; 2) cancel the unfulfilled part of your order;
Delivery periods are non-binding and do not begin before all technical and other details of the order have been clarified. This also applies to periods in connection with the handling of warranty or guarantee cases and other services. In any case, Loxone reserves the right to a delivery period of 30 days starting with the confirmation of the order. Delays in delivery for which Loxone is not responsible therefore do not entitle the Buyer to assert claims for the guarantee, error avoidance or compensation. Partial deliveries are, as far as reasonable for the Buyer, permissible. Interruptions of operation through no fault of Loxone and events of force majeure and other events beyond the sphere of influence of Loxone, in particular also delays in delivery and the like on the part of the pre-suppliers, entitle Loxone, under exclusion of warranty, error avoidance and compensation claims, to extend the delivery periods or, in case of permanent obstacles to performance, to cancel the contract. This also applies if the events occur at a time when Loxone is in default.
The delivery takes place at the expense and risk of the Buyer, also in case of partial shipments. This is also valid if the delivery carriage paid is agreed. Freight charges will not be presented. Insurance of the Goods is only effected on account, and explicit order, of the contracted party. The risk is transferred to the Buyer with the dispatch or collection of the goods by the carrier, at the latest with the handover of the Goods to the Buyer or his representative. Irrespective of the place of delivery and the assumption of any transport costs, Kollerschlag, Austria is agreed as the place of loading.
If the purchased Goods are exported, the Buyer is obliged to arrange for the necessary export and customs permits and the like at its own expense. Loxone is not liable for the permissibility of the export of the Goods. If Loxone should incur any costs or costs through the dispatch, transport or export of the Goods, the Buyer indemnifies and holds Loxone harmless.
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The creation of bespoke plans and programs is based on the nature and extent of information provided by the client. All documentation provided is binding. This also includes test results that are appropriate and sufficient for the application in question and a test environment for an additional test should these be required. All test results and a suitable test environment are to be provided in a timely manner and at the cost of the client. Suppose the test environment is a live system that is already in operation. In that case, it is the responsibility of the client to ensure a safe test environment and create backups of important data.
The basis for the creation of bespoke plans and programs is always a written functional specification that is prepared by Loxone Electronics, or Loxone UK Ltd on behalf thereof, based on information provided by the client or is prepared by the client themselves. Any cost estimates and offers are based on the functions outlined in the specifications. The specifications shall be verified by the client for accuracy and completeness and written consent to the specification is to be provided prior to the commencing of any work. Alterations or additions to the functional specification can lead to changes in delivery dates and separate pricing agreements for the works.
Bespoke plans and programs require formal acceptance no later than four weeks after delivery to the client. Acceptance of the work fulfilling the agreed specifications has to be in a written report by the client. (Checks for accuracy and completeness are to be carried out by the client based on the test information). Should the client let the period of four weeks come to pass without accepting the program, the supplied software is considered to be accepted at the end of this period. The use of any bespoke software provided by the client in a life installation will automatically deem the software to be accepted. Potential shortcomings, which are deviations from the written functional specifications, are to be well documented by the client and Loxone Electronics, or Loxone UK Ltd on behalf thereof, is to be notified about these immediately. Loxone is committed to taking corrective action in the fastest possible manner. In case of major shortcomings that have been reported in writing, which prevent the start or continued life operation of a system, will require a renewed complete acceptance report of the whole system after corrective action has been taken. The client is not entitled to refuse the acceptance of software due to minor shortcomings.
On purchase of library (or standard) programs, the client acknowledges the scope of the functionality of the software purchased, and no acceptance report is required.
Suppose it turns out in the course of the work that the execution the order as specified is technically or legally impossible. In that case, Loxone Electronics, or Loxone UK Ltd on behalf thereof, is obliged to notify the client immediately. Suppose the client does not change the functional specification to the extent that enabled the execution of the order, Loxone Electronics, or Loxone UK Ltd on behalf thereof, reserve the right to refuse the completion of the work. If the cause of the impossibility is the result of incomplete, missing or inaccurate information by the client or due to a change in the original functional specifications by the client Loxone Electronics, or Loxone UK Ltd on behalf thereof, is entitled to refuse the completion of the work and cancel the order. Any costs incurred to date for the activities and associated expenses, as well as any dismantling, are to be covered by the client.
Shipment of program carriers, documentation, and specifications is always at the expense and risk of the client. Insurance is only provided at the explicit request of the client and at the cost of the client.
Loxone Electronics, or Loxone UK Ltd on behalf thereof, shall endeavour to meet the agreed dates for completion as accurately as possible. The target completion dates can only be met if the client provides all the required information in a timely manner at the times indicated by Loxone Electronics, or Loxone UK Ltd on behalf thereof. This, in particular, but not exclusively, applies to the acceptance of the functional specification at the agreed date and timely responses throughout the project. Delivery delays and cost increases that result from incorrect, incomplete, or subsequently amended data and information or documents provided by the client are not the responsibility of Loxone Electronics, or Loxone UK Ltd on behalf thereof, and cannot lead to Loxone Electronics, or Loxone UK Ltd on behalf thereof, being in breach of the contract. Any resulting additional costs are to be assumed by the client. For orders that include multiple units or programs, Loxone Electronics is entitled to make partial deliveries and to submit partial invoices.
Cancellation by the Buyer is possible only with the written consent of Loxone Electronics, or Loxone UK Ltd on behalf thereof. If Loxone Electronics, or Loxone UK Ltd on behalf thereof, agrees to the cancellation, Loxone Electronics, or Loxone UK Ltd on behalf thereof, has the right to charge a cancellation fee of up to 30% of the unbilled contract value of the entire project in addition to any services already provided.

8. Cancellations

Orders for Goods may only be revised or cancelled by the Buyer prior to the date of loading at the place of loading, and only with the Seller’s prior Consent. Thereafter, the Buyer shall have no right to cancel a Contract. If at its sole and absolute discretion, the Seller explicitly allows a request by the Buyer to cancel a contract, this must be confirmed in writing, and the preconditions will include that the Buyer indemnifies the Seller for all costs, expenses and any loss of profit which the Seller might incur or be liable for in relation to the cancellation. This applies to any business and does not apply where a consumer enjoys statutory rights in the relevant land.
Goods are not sold on a “Sale or Return Basis”. An Order is a final agreement between the Buyer and Seller.

9. Warranty, returns, liability and Buyer recourse

The Buyer shall be obliged to immediately inspect the Goods taken over accordingly and to check that they are free of defects. Complaints of defects must be made in writing by the Buyer immediately, at the latest, however, within one week after receipt of the delivery, otherwise warranty claims and claims for damages shall be excluded. Damage in transit, such as mechanical damage to the delivered Goods, as well as shortfalls in quantity, are to be reported to the Seller by the Buyer within 24 hours after receipt of the Goods, otherwise all claims will be lost. Complaints about defects do not entitle the Buyer to withhold the invoice amounts partly or entirely. The above regulations do not apply to consumer business.

9.1 Warranty

The following applies to contracts with traders, Loxone Partners, VAT-registered companies and businesses alike: The warranty period for new equipment is 24 months, for used equipment the statutory warranty rights are excluded. The warranty period is neither extended nor interrupted by remedying of defects nor attempts to remedy defects; for this purpose, a judicial assertion of the warranty claim or a written acknowledgement of the defect by Loxone is required. Attempts to remedy defects do not constitute an acknowledgement and do not lead to an extension of the period. The same applies to remedies of defects which have been carried out as a gesture of goodwill, i.e. without recognition of a legal obligation. In the case of partial delivery, the warranty period shall begin with the handover of the respective part. The above provisions shall not apply to consumer transactions.

9.2 Returns Process

The Buyer is obliged to assert warranty or compensation claims exclusively in compliance with the returns (RMA) process stated here: https://www.loxone.com/enen/support/returns/
In order to assert warranty claims, the Goods in questions have to be handed over to Loxone/the service partner or sent to Loxone/the service partner free of charge, stating the REKL number, the invoice number, the invoice date as well as the fault. In case of sending a product under complaint (Send-In-Service), the costs for the dispatch to Loxone/the service partner as well as the risk of a possible loss or delay in shipment are borne by the person entitled to guarantee, which is why the conclusion of appropriate transport insurance is recommended.
Goods in question, for which the agreed RMA procedure was not observed, will be returned to the sender unprocessed, and a processing fee of EUR 15,00 plus VAT will be charged. If it turns out that the Goods in question does not have any defects or that the error information was incorrect, a minimum processing fee of EUR 15.00 plus VAT will be charged at the discretion of Loxone. The Buyer reserves the right to prove that no costs or lower costs were incurred by Us. The above-mentioned handling regulations apply to all returns to Loxone or to third-parties commissioned by Loxone, no matter for what reason the return is made.
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9.3 Scope of Warranty

In case of a justified notice of defect, Loxone will, first of all, eliminate the defect, if necessary, deliver a replacement. If a complaint is made later than six months after the date of production, the amount of a possible refund is calculated according to the purchase price minus the advantages of use. Only if rectification of defects is wrongly refused in writing, despite the setting of a reasonable deadline, the contract partner is entitled to have the rectification of defects carried out by another company. The burden of proof that the alleged defect was already present when the goods were delivered lies with the contractual partner. It is generally to be assumed that a defect notified after the twenty-fourth (24) month of the warranty period is the usual wear and tear for which the contractual partner is responsible and does not justify any warranty claims. All these provisions do not apply to consumer transactions.

9.4 Warranty for wearing parts and in the event of misuse

It is pointed out that warranty claims for products, such as wearing parts, whose normally expected service life is less than the above-mentioned or the legally regulated warranty period, cannot be recognised within the entire warranty period. In the case of rechargeable batteries, for example, the performance capacity decreases after six (6) months of normal use, which is why warranty claims regarding rechargeable batteries, in particular with regard to performance capacity, can only be accepted within six (6) months of delivery. For the same reasons, warranty claims concerning the picture quality of LCD displays can no longer be accepted after twelve (12) months from the date of delivery

9.5 No warranty claims exist for products that

1) are damaged by misuse, non-observance of user instructions in the user manual and/or guarantee card or repair and service card delivered together with the product, or by other misuses of the product, such as the operation of the contract goods together with such devices or programmes whose compatibility Loxone has not expressly agreed to in writing
2) by changing the product
3) by repair attempts of third parties, i.e. service partners not appointed by Loxone or Loxone.
4) by improper transport or improper packaging when returning the product to Loxone or a service partner of Loxone, or
5) have been damaged or rendered inoperable by improper installation of third-party products (e.g. memory modules)

9.6 Assignment, benefits of use

The assignment of warranty and compensation claims and the like is not permitted. When asserting warranty claims or withdrawing from the contract, the contract partner has to pay Loxone an adequate remuneration for the use as well as a compensation for the reduction in the value of the service.

9.7 Limitation of Liability

Claims for damages and claims for the avoidance of errors, which arise from a possible defective delivery or the improper execution of another service of Loxone, for example in connection with the handling of warranty or guarantee repairs, are expressly excluded; in particular any liability for loss of data and loss of profit of the contract partner.
The aforementioned exclusions or limitations of liability also apply to the contract partner’s right of recourse after the fulfilment of a warranty obligation towards a consumer. The above limitations of liability shall not apply if the damage was caused by Us intentionally or through gross negligence, in the event of a breach of material contractual obligations, if a commercial transaction for delivery by a fixed date was agreed, if the damage is caused by the absence of a quality that we have guaranteed, for physical injury, and for claims based on the law of product liability.
If we repair or replace Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.

9.8 Warranty for end-users

If the contract partner resells the Goods purchased from Loxone to an end-customer/end-user/individual acquiring the Goods for personal use, Loxone can provide – for example in a service and repair card enclosed with the device – that any warranty claims asserted by the end-customer will be handled directly with the end-customer by Loxone or a service partner of Loxone in the name and on behalf of the contract partner as his vicarious agent. A direct claim against Loxone does not arise for the end-user from this. Any independent guarantee promises made by Loxone to the end-consumer, for example in a guarantee card enclosed with the product, are a so-called limited product guarantee, which exists independently of the guarantee claims of the Buyer regulated in this point and in the individual countries by the law.

9.9 Warranty for programming services and software products

Complaints of defects are only valid if they concern reproducible defects and if they are documented in writing within four weeks after delivery of the agreed service or, in the case of individual software, after acceptance of the program in accordance with point 7. In the case of warranty, improvement has priority over price reduction or rescission. In the event of a justified notice of defects, the defects shall be remedied within a reasonable period of time, whereby the Buyer shall enable the Contractor to take all measures necessary for examination and remedy of defects. The presumption of defectiveness in accordance with § 924 ABGB (Austrian Consolidated Federal Law, General Civil Code) shall be deemed excluded. Corrections and additions that prove necessary until the agreed service is handed over due to organisational and programme-related defects for which the contractor is responsible shall be carried out by the contractor free of charge. Costs for assistance, misdiagnosis as well as error and malfunction elimination for which the client is responsible as well as other corrections, changes and additions will be carried out by the contractor against payment. This also applies to the elimination of defects if program changes, additions or other interventions have been carried out by the customer himself or by third parties. Furthermore, the Contractor does not assume any warranty for errors, malfunctions or damage caused by improper operation, changed operating system components, interfaces and parameters, use of unsuitable organisational means and data carriers, if such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) and transport damage. For programs that are subsequently modified by the Customer’s own programmers or third parties, any warranty by the Contractor shall lapse. If the subject of the order is the modification or supplementation of already existing programs, the warranty refers to the modification or supplementation. The warranty for the original program is not revived thereby.

10 Limited Product Guarantee

If Loxone guarantees that certain goods in a guarantee statement enclosed with the product are free from material or processing defects under certain conditions for a fixed guarantee period, this is a limited product guarantee, which grants the Buyer the rights stated in the guarantee statement, but which does not limit the legal guarantee claims of consumers/users according to the legal regulations of the country in which the product was purchased. The warranty can only be claimed in the country in which the product was first sold to the Buyer. It is explicitly pointed out that all guarantee claims granted by Loxone within the framework of a limited product guarantee exist exclusively under the limitations and exclusions stated in the guarantee card and in the following: a) No guarantee claim exists 1) for products that have been damaged by misuse, non-observance of user instructions in the user manual and/or guarantee card delivered together with the product, or by other misuse of the product, such as the operation of the contract goods together with such devices or programmes, the compatibility of which Loxone has not explicitly assured in writing 2) by changing the product, 3) by repair attempts of third parties, i.e. service partners not appointed by Loxone or by Loxone, 4) by improper transport or improper packaging when returning the product to Loxone or a service partner of Loxone, or 5) are caused by improper handling or due to mechanical stress (e.g. by dropping, hitting, high pressure or similar) 6) are damaged or inoperative due to improper installation of products of third party suppliers (e.g. memory modules), as well as for products that Loxone has obtained from sub-suppliers over whose assets legal insolvency proceedings were opened at the time of assertion of the warranty claims or the opening of such proceedings was imminent. The guarantee period for rechargeable batteries is basically six (6) months, for all other products 24 months. Warranty services can only be claimed as bring-in service and send-in service. For the assertion of warranty claims, please refer to 9.2 Returns Process. If within the scope of the limited product guarantee a justified notice of defect is made within the agreed guarantee period, Loxone/the service partner will, at his own discretion, repair the faults complained about, replace the defective parts or issue a credit note for the purchase price – for the amount of a possibly issued credit note see above at the point Guarantee. The warranty period is neither extended nor interrupted by improvements or attempts at improvement. The assertion of further claims by the Buyer/consumer, in particular, claims based on any accompanying or consequential damage that may have occurred in the course of the warranty processing, is expressly excluded. Any claims are limited to the simple net value of the goods and to a maximum amount of EUR 5,000.00 in total. Liability for loss of business opportunities, loss of data or programs and loss of profit of the contractual partner is excluded in any case. The above limitation of liability shall not apply if the damage was caused by us intentionally or through gross negligence, in the event of a breach of material contractual obligations, if a commercial transaction for delivery by a fixed date was agreed, if the damage is caused by the absence of a quality that we have guaranteed, for physical injury, and for claims based product liability law.

11. Installation and other technical regulations

When using the delivered or repaired goods, the installation, operating and other technical regulations and instructions must be strictly observed. In particular, Loxone does not assume any liability for damages of any kind that arise due to overloading or improper handling, operation, installation, mounting or similar. A liability or guarantee for the compatibility with other products or systems or for a certain purpose of the use is excluded. Furthermore, the liability of Loxone is limited to intent and gross negligence in case of violation of possible duties of warning and information.

12. Product Liability under Austrian Law

In accordance with the Product Liability Act in Austria, the contractual partner expressly waives the right to assert claims for compensation for material damage which he suffers within the scope of his business (§ 9 PHG). In the event that the contractual partner resells the goods which are the subject of the contract to another entrepreneur, he undertakes to transfer the above waiver in accordance with § 9 PHG to the latter. In the case that such a transfer should not take place, the contract partner undertakes to indemnify and hold harmless Loxone and to reimburse all costs that arise in connection with a liability claim. Should the contract partner himself be held liable within the framework of the PHG, he expressly waives any recourse against Loxone.

13. Copyright and use

All copyrights to the agreed services (programs, documentation, etc.) are owned by the contractor or its licensors. After payment of the agreed remuneration, the client shall be granted the exclusive right to use the software exclusively for his own purposes, only for the hardware specified in the contract and, to the extent of the number of licenses acquired, for simultaneous use on several workstations. The present contract only grants a license to use the software for work purposes. Any distribution by the client is excluded according to copyright law. The cooperation of the client in the production of the software does not give rise to the acquisition of any rights over the use specified in this contract. Any violation of the contractor’s copyrights shall result in claims for damages, whereby in such a case, full satisfaction shall be provided. The Buyer is permitted to make copies for archive and data backup purposes under the condition that the software does not contain an express prohibition of the Licensor or third parties and that all copyright and ownership notices are transferred unchanged into these copies. Should the disclosure of interfaces be necessary for the production of interoperability of the software in question, the customer shall order this from the contractor against payment of costs. If the Contractor does not comply with this request, and decompilation is carried out in accordance with copyright law, the results are to be used exclusively for the purpose of establishing interoperability. Misuse shall result in damages.

14. Retention of Title

Goods remain the property of Loxone until the complete payment of all claims, no matter on what legal grounds (also from previous transactions). In case of a current account, the reserved property is considered as security for the balance claim. During the existence of the reservation of title, a sale, processing, pledging, transfer by way of security or other disposals of the purchased or repaired goods to a third party is not allowed, as far as this does not take place in the regular course of business. The contractual partner must inform us immediately of any seizure or other impairment of the property by third parties. The contractual partner shall be obliged to reimburse the costs and measures to remedy the interference, in particular also the costs of legal action. The contract partner is obliged to treat the goods of Loxone with care during the period of the reservation of title. If the reservation of title is asserted, the contract partner has to compensate for a possible reduction in value, irrespective of fault, and pay an appropriate remuneration for the use. By processing the goods, the Buyer does not acquire ownership of the completely or partly produced goods: The processing is free of charge and exclusively for Loxone. Should the reservation of ownership nevertheless expire due to any circumstances, Loxone and the Buyer agree already now that the ownership of the goods will pass to Loxone with the processing, who will accept the transfer of ownership. The Buyer remains their custodian free of charge. In the case of processing with goods that are still the property of third parties, Loxone acquires co-ownership of the new items. The extent of this co-ownership results from the ratio of the invoice value of the goods delivered by Loxone to the invoice value of the remaining goods. If the contract partner nevertheless sells the delivery item, he already now assigns by way of security all claims against his customers arising from it up to the amount of the claims of Loxone, and Loxone hereby accepts this assignment. If the processed product contains, apart from the reserved goods of Loxone, only such objects that either belonged to the Buyer or were delivered only under the so-called simple reservation of ownership, the Buyer assigns the entire purchase price claim to Loxone. In the other case, i.e. if the advance assignments to several suppliers coincide, Loxone is entitled to a fraction of the claim, according to the ratio of the invoice value of its reserved goods to the invoice value of the other processed objects. If the contract partner does not fulfil his obligations of any kind or if he stops his payments, the whole remaining debt becomes due, even if bills of exchange with a later maturity are running. In this case, Loxone is entitled to demand the immediate return of the sold or repaired goods, excluding any right of retention. After taking back these Goods, it is at the discretion of Loxone either to; sell the goods and credit the proceeds obtained to the contract partner to his obligations; deduct the sales costs; or take back the goods at the invoice price, deducting any depreciation in value. In order to secure the claims of Loxone, and also to secure claims from other legal transactions, Loxone has the right to retain the goods handed over for repair until all outstanding claims, including the claims from the legal transaction in question, have been settled. In any case, Loxone is not obliged to carry out warranty repairs as long as the contract partner has not settled the open claims.

15. Terms of payment

The invoice is due upon receipt without discount or other deductions. Loxone is entitled to deliver goods only against payment in advance or cash on delivery.
If we owe you money (for any reason), we will credit your Buyer account no later than [14] days from the date when we acknowledge that repayment is due. Should you require the repayment to be made to the original method of payment, you will need to provide the necessary banking details for this to be fulfilled. You will need to contact Us to arrange this.
Specific Payment terms may be offered to you on an individual basis. Such terms, such as the number of days until payment is due, or the allowed credit limit, are agreed to in conjunction with all Conditions herein. No one agreement shall cancel the other. Any such amendment must be made in writing by Loxone.
In case of default of non-consumers, interest on arrears of 1% per month is agreed upon. The contract partner has to reimburse all costs incurred by this, such as out-of-court reminders, collection, and lawyer’s fees. Prohibitions of assignment, as well as analogous general terms and conditions of the contractual partner, are invalid. If the financial circumstances of the contractual partner deteriorate after conclusion of the contract or if circumstances become known which are suitable for reducing the creditworthiness of the contractual partner, all claims shall become due for payment immediately. In this case, further deliveries shall only be made against advance payment. We are also entitled to offset payments already made against interest, reminder, collection and lawyer’s fees incurred. In any case, payments made will always be credited against our oldest receivables, even if the reason for payment is expressly stated otherwise. Any other notes to this effect on payment receipts or other documents of the contractual partner are invalid. Employees of Loxone are not authorised to accept payments unless it is expressly agreed otherwise in writing. The contract partner is not entitled to set off against claims – of whatever kind – unless they have been expressly acknowledged by Loxone in writing or have been legally established by a court of law. In case of export transactions, the contract partner is obliged to return all export and customs documents and suchlike in the original to Loxone, otherwise the contract partner is obliged to pay any prescribed duties. Several contract partners are liable undividedly. In case of orders which comprise several units (e.g. programs and/or training courses, realisation in partial steps), the contractor is entitled to invoice after delivery of each individual unit or service. Compliance with the agreed payment dates is an essential condition for the performance of the delivery or fulfilment of the contract by the contractor. Non-compliance with the agreed payments entitles the contractor to stop the current work and to withdraw from the contract. All associated costs and loss of profit shall be borne by the Customer. The client is not entitled to withhold payments due to incomplete total delivery, guarantee or warranty claims or complaints. When paying, the contract partner has to make sure that the invoice amount arrives at Loxone in full without any deductions. Especially the expenses of a foreign bank transfer have to be paid in full by the contract partner.

16. Loyalty, data protection, confidentiality

The contracting parties undertake to be loyal to each other. They will refrain from any enticement and employment, also via third parties, of employees who have worked on the realisation of the orders of the other contracting party during the duration of the contract and for 12 months after the termination of the contract. The party to the contract who violates this provision shall be obliged to pay lump-sum damages in the amount of one annual salary of the employee. The Contractor shall oblige its employees to comply with the provisions of §15 of the Data Protection Act in Austrian law. Read more in our Data Protection Statement.

17. Place of jurisdiction, applicable law, miscellaneous

Austrian law shall apply to all disputes arising from this contract, whereby the applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The ineffectiveness of particular regulations does not affect the effectiveness of the other regulations of these terms of business. With regard to legally ineffective provisions, the parties to the contract agree to close the loophole by means of a provision that comes closest to the ineffective one.
As the place of jurisdiction in business transactions with merchants, the contractual parties agree on the competent courts in Linz, whereby Loxone is, however, entitled to bring actions at other courts, provided that another place of jurisdiction is given.
These Conditions are tabled for business-to-business Terms of Sales for Goods. Where applicable, and in addition, these Conditions apply to any Order between You and Us where You are not classed as a business, to the extent that they do not limit the conclusive regulations for associated consumer rights according to the legal regulations of the country in which the Goods were bought.

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Entities

Loxone Electronics GmbH

Address:	Smart Home 1 4154 Kollerschlag Austria
Phone:	Austria: +43 7287 7070 0 Germany: +49 8592 6148899
Fax:	+43 7287 7070 999
E-Mail:	[email protected]
FB No.:	FN 326074 x
VAT No.:	ATU64900138 GB141347339
Registered at:	Linz Regional Court, Austria
ECG Authority	Rohrbach district, Austria