1. General information

These General Terms and Conditions (GTC) apply to all business relationships of M-TEC GmbH, M-TEC Energy Systems GmbH and M-TEC International GmbH & CoKG (hereinafter also referred to as “us”) with entrepreneurs, legal entities under public law, special funds under public law or private individuals (hereinafter also referred to as “Partner”) for contracts for the sale and/or delivery of movable goods (hereinafter also referred to as “Goods”), in particular heat pumps, storage systems, inverters, control systems (hardware and software) as well as their spare parts and accessories and services provided by us. The GTC shall also apply in their respective version (to be found at www.mtec-systems.com) as a framework agreement for future contracts with the same partner, without us having to refer to them again in each individual case. Our GTC apply exclusively. Deviating, conflicting or supplementary GTC of the partner shall only become part of the contract if and insofar as we have expressly agreed to their validity. Execution without reservation shall not replace express consent. Individual agreements (including collateral agreements, supplements and amendments) shall take precedence over the GTC; they must be in written, text or electronic form to be valid. Legally relevant declarations and notifications to be made to us by the partner after conclusion of the contract must be made in writing, text or electronic form in order to be valid.

2. Conclusion of contract

Our offers are subject to change and non-binding. This shall also apply if we have provided the Partner with catalogues, technical documentation, drawings, plans, calculations, calculations, references to DIN standards, other product descriptions or documents in writing, electronically (including via a web shop) or in any other way, to which we reserve ownership rights and copyrights. The order of the goods by the Partner shall be deemed to be a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by us.

3. Prices

Unless otherwise agreed in individual cases, the prices are net prices ex works, including packaging and without discount in accordance with the price list current at the time the contract is concluded. Prices are quoted in euros.

4. Delivery, transfer of risk, acceptance, default of acceptance

1. The delivery period shall be agreed individually or specified by us upon acceptance of the order. Partial deliveries are permissible.
2. The delivery period or the delivery date shall be deemed to have been met if the goods have left the factory or readiness for dispatch has been notified by the end of the delivery period or delivery date.
3. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the partner of this immediately and at the same time inform the partner of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the partner. A case of non-availability of the service in this sense is in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.
4. If there is a delay in performance for which we are responsible, the partner must set us a reasonable grace period for subsequent delivery while we are in default, with the express declaration that he will refuse to accept the service after the expiry of this period. If this grace period is not complied with, the partner shall be entitled to withdraw from the contract. Claims for compensation by the partner are excluded in all cases of delayed delivery, even after expiry of any period of grace granted to us, insofar as this is legally permissible. This shall not apply where liability is mandatory in cases of wilful intent or gross negligence.
5. Delivery is always ex works (ex works/EXW), duty unpaid. At the partner’s request and expense, the goods will be dispatched to another destination (sale to destination). Unless otherwise agreed, we shall be entitled in such a case to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves.
6. The risk of accidental loss or accidental deterioration shall in any case pass to the partner upon handover of the goods to the carrier. If dispatch or collection is delayed due to circumstances for which the Partner is responsible, the risk shall pass to the Partner from the date of the agreed delivery date or notification of readiness for dispatch.
7. If the delivery shows signs of transport damage at the time of arrival at the Partner or if such damage becomes recognisable later, the Partner must immediately request a written statement of facts from the carrier.
8. If the partner wishes to take back the transport packaging in accordance with §15 VerpackG (this only applies to partners in Germany), the partner must contact office@mtec-systems.com or the responsible M-TEC sales representative to organise the return of the transport packaging.

5. Terms of payment

1. Unless otherwise agreed, the purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. We may reject payments offered in cheques or bills of exchange without giving reasons. The partner shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the partner’s counter-rights shall remain unaffected.
2. In the case of sale by despatch, the Partner shall bear the transport costs ex works and the costs of any transport insurance requested by the Partner. Any customs duties, fees, taxes and other public charges shall be borne by the Partner.
3. Payments must be made with debt-discharging effect to one of our known accounts or to a person authorised to collect payments. The Partner shall be in default upon expiry of the aforementioned or agreed payment period. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default (reminder costs, intervention costs, lawyers’ fees). Our claim against merchants for commercial maturity interest remains unaffected.
4. If the customer is more than two weeks in arrears with a contractual payment or a part thereof, we shall be entitled to demand immediate payment of the entire remaining purchase price. If it becomes apparent after conclusion of the contract that our claim to the purchase price is jeopardised by the partner’s inability to pay (foreclosure proceedings; application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary after setting a deadline, to withdraw from the contract. In the case of contracts for the manufacture of non-fungible goods (customised products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.
5. The Partner shall only have a right of set-off in respect of counterclaims expressly recognised in writing by M-TEC or against such claims in respect of which the Partner has obtained a legally binding court title against M-TEC.

7. Retention of title

1. We reserve title to the goods sold until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The partner must inform us immediately in writing if and insofar as third parties have access to the goods belonging to us.
3. In the event of breach of contract by the partner, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions, if necessary after a request for payment, and to demand the return of the goods on the basis of the retention of title and the withdrawal or to collect them ourselves, regardless of where the goods are located (expressly also on properties / construction sites of third parties).
4. The Partner is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
   
   1. The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
   2. The Partner hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the partner mentioned in paragraph 2 shall also apply with regard to the assigned claims.
   3. The partner remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the partner fulfils his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we can demand that the partner informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
   4. If the realisable value of the securities exceeds our claims by more than 15%, we shall release securities of our choice at the partner’s request.

8. Guarantee

1. The statutory provisions shall apply to the Partner’s rights in the event of material defects and defects of title, unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer remain unaffected.
2. The delivery item is free from material defects if it corresponds to the agreed quality. The product descriptions designated as such, which were provided to the Partner prior to its order or included in the contract in the same way as these GTC, shall be deemed to be an agreement on the quality of the goods. If the quality has not been agreed, it shall be based on the respective state of the art and the statutory regulations. Warranty claims for the software supplied by us exist if the error is reproducible. We accept no liability for public statements made by third parties. We reserve the right to make changes in the construction and/or design that do not impair the functionality or value of the delivery item and do not entitle the customer to give notice of defects. This includes, in particular, deviations from the stated efficiencies or heating outputs of +/- 10%.
3. The partner’s claims for defects are excluded if he does not inspect the goods after receipt in accordance with the statutory obligation and, if a defect is apparent, notify us immediately in writing, electronically or in text form. The time of dispatch shall be decisive for immediate notification, provided that the notification is received as soon as possible. The partner shall bear the burden of proof for the submission and receipt of the notification of defects. The notice of defect must contain a sufficient description of the defect and, where appropriate, the manner in which it occurred. If the Partner fails to notify the defect, the goods shall be deemed to have been approved, unless the defect was not recognisable during the inspection. If such a defect is discovered later, the partner must notify us immediately after discovery; otherwise the goods shall be deemed to have been approved even in view of this defect. If the defect was fraudulently concealed, the above clause shall not apply to the detriment of the Partner.
4. If the delivered item is defective, we are entitled, at our discretion, to remedy the defect or to deliver a new, defect-free item. We are entitled to make the subsequent fulfilment owed dependent on the partner paying the purchase price due. However, the partner is entitled to retain a reasonable part of the purchase price in proportion to the defect.
5. The partner must give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the partner must return the defective item to us in accordance with the statutory provisions and enclose a completed return note.
   If a request by the partner to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the partner.
6. If the end customer discovers a defect for which we are responsible, the partner must inspect the defect at the end customer’s premises and notify us in accordance with paragraph 3. The partner is obliged, insofar as this is reasonable under the circumstances, to rectify the defect at the end customer’s premises in accordance with our instructions. Insofar as no general remuneration agreement has been made with the Partner for the rectification of defects at the end customer’s premises (e.g. as part of a distribution partner agreement), the Partner may demand reimbursement of the previously agreed costs from us by submitting an invoice that meets the statutory requirements. Costs that the partner would have incurred anyway are to be offset. If the customer’s complaint proves to be unfounded, the costs incurred by the partner as a result must be claimed from the end customer; there are no claims against us.
7. If the subsequent fulfilment has failed or a reasonable deadline to be set by the partner for the subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions, the partner may withdraw from the purchase contract or reduce the purchase price. Both parties are obliged to find an amicable solution before declaring cancellation due to failed subsequent fulfilment. If no agreement is reached between the parties within 10 days, the partner shall be entitled to withdraw from the contract in accordance with the statutory provisions. The right of cancellation is excluded in the case of an insignificant defect.
8. The end customer or operator is responsible for ensuring that the water is in perfect condition. This applies in particular to compliance with VDI guideline 2035 and heating water standard H5195-1.
9. The warranty does not apply to damage caused by non-compliance with our regulations and conditions for installation, assembly and commissioning, non-compliance with the operating and maintenance instructions and non-compliance with applicable standards. In the event of non-compliance, we accept no liability for any damage and resulting consequential damage. We accept no liability for damage resulting from mechanical stress and/or changes due to weather-related influences, including frost damage, particularly in the area of the ground collectors.
10. Warranty claims for goods (in particular heat pumps, storage systems, inverters, control systems (hardware and software) and their spare parts and accessories) shall expire within two years of delivery, unless the applicable law prescribes a longer period.
11. Claims of the Partner for damages or reimbursement of futile expenses shall only exist in accordance with Section 9 and are otherwise excluded.

9. Liability

1. Liability for damages and futile expenses due to the breach of a contractual or non-contractual obligation exists only in the case of intent and gross negligence, unless otherwise stated in these GTC. In the event of simple negligence, we shall only be liable for a) damages resulting from injury to life, limb or health and b) for damages resulting from the breach of a material contractual obligation (obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damages; liability for consequential damages is excluded.
2. Compensation in lieu of performance is excluded.
3. The partner may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty due to gross negligence or wilful intent. A free right of cancellation on the part of the partner is excluded. Otherwise, the statutory requirements and legal consequences shall apply.
4. The limitations of liability resulting from these GTC shall not apply if we have fraudulently concealed a defect. Claims relating to liability for defective products (laws based on EC Council Directive 85/374/EEC of 25 July 1985) are not excluded. Insofar as we have assumed a guarantee, this is limited to the goods or the corresponding part and does not establish any liability beyond its content.

10. Warranty conditions

1. Guarantees for the quality and durability of the delivery item shall only be deemed to have been assumed insofar as we have expressly declared the guarantee as such in writing.
   Insofar as we have assumed a guarantee, this does not apply to damage caused by improper installation, poor installation, poor maintenance, non-compliance with applicable standards (e.g. ÖNORM H5195 Part 1 heating water standard) and non-compliance with the installation and operating instructions.
2. The partner is obliged to hand over and explain our guarantee declaration and its conditions to the end customer. He is obliged to commission the delivered goods at his own expense in accordance with our specifications and the current state of the art and to instruct the customer in their operation. All claims arising from incorrect operation of the system are excluded, unless we are responsible for this through gross negligence or wilful intent. The partner is obliged to handle or carry out the warranty cases with the end customer in accordance with the regulations for warranty cases in Section 8 Para. 6. The Partner shall be entitled to reimbursement of its expenses and costs in accordance with Section 8 (6).
   If the partner is not authorised to do so himself, either M-TEC or one of the service partners certified by M-TEC must be commissioned to carry out the commissioning and repair of warranty and guarantee damage.

11. Copyrights

We expressly reserve all property rights and copyrights to our drawings, models, samples, calculations, templates, patterns etc. as well as offers and order confirmations – including in electronic form. They are only entrusted to us for the agreed purpose and may not be used for any other purpose.

12. Place of fulfilment and jurisdiction

The place of fulfilment for both parties is the registered office of our company. All contractual relationships or other legal relationships between M-TEC and the partner shall be governed exclusively by substantive and formal Austrian law, with the express exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of law rules of the IPRG. The parties to the contract agree that the court with subject-matter jurisdiction for Pinsdorf shall have jurisdiction for all legal disputes arising from this contract in accordance with § 104 of the Austrian Code of Civil Procedure (JN).

13. Trust obliges

Our aim is to ensure that our customers are satisfied. However, should a failure occur, please do not hesitate to contact us and we will certainly find an acceptable solution.