Buying Conditions

1. Scope of Application

1.1
The General Terms and Conditions of Purchase (GPC), as amended from time to time, shall apply to all deliveries of goods to Loxone and shall form the basis for all contracts between Loxone and its suppliers. This shall also apply if Loxone does not expressly refer the supplier to the applicability of its own GPC in the future.

1.2
Any general terms and conditions of the Supplier that conflict with and/or deviate from these GPC are expressly not recognised. This shall also apply in the event that a Supplier uses its own General Terms and Conditions, unless Loxone agrees in writing to the inclusion of the third-party General Terms and Conditions. In this case and/or if deviating special terms and conditions have been agreed in writing for individual supply contracts, these GPC shall apply in addition and shall be used for interpretation.

1.3
Acceptance of and/or payment for the goods by Loxone does not imply consent to the Supplier’s General Terms and Conditions.

1.4
Silence with regard to order confirmations of the Supplier, in particular in the case of existing business relationships with contradictory General Terms and Conditions, shall not constitute consent to the General Terms and Conditions of the Supplier.

1.5
By confirming and/or executing an order, the Supplier expressly acknowledges having taken legally binding notice of these General Terms and Conditions in the version valid at the time the goods are ordered and declares that they have become part of the contract. This shall also apply in particular in the event that a Supplier uses its own General Terms and Conditions.

2 Orders

2.1
Orders placed by Loxone constitute an offer to the Supplier.

2.2
Orders placed by Loxone shall be confirmed by the Supplier within two working days (Monday to Friday) of receipt of the order by means of a written order confirmation. The order confirmation shall contain the confirmed delivery date. This delivery date is binding and fixed for the Supplier.

2.3
The order confirmation constitutes the Supplier’s acceptance of Loxone’s offer (order).

2.4
Order confirmations that are late or deviate from the order shall constitute a new offer by the Supplier and require a separate written acceptance by Loxone.

3 Terms of payment and delivery

3.1
The prices agreed between Loxone and the Supplier are in Euros and exclusive of VAT. Prices agreed upon or on which the order is based shall be deemed to be fixed prices. Subsequent price increases, of whatever nature, shall have no effect on the agreed prices unless the price increases are confirmed in writing by Loxone.

3.2
In the absence of any express written agreement to the contrary, the agreed prices shall include delivery DPU Loxone delivery address (clause 3.10) in accordance with Incoterms 2020, including packaging costs.

3.3
In the absence of any express written agreement to the contrary, a period of 30 days from proper invoicing AND proper delivery (agreed time, agreed place, goods free of defects, etc.) is agreed as the term of payment for payments by Loxone to the supplier.

3.4
Loxone reserves the right to set off the invoice amount against any claims it may have against the Supplier.

3.5
The Supplier shall indicate the order number on all documents (order confirmation, delivery bill, invoice, etc.). Incomplete invoices will be requested again and will delay the payment due date.

3.6
Deliveries before the agreed delivery date entitle Loxone to refuse acceptance of the delivery at the Supplier’s risk and/or to return the delivery at the Supplier’s expense and risk.

3.7
In the absence of an express written agreement to the contrary, partial deliveries are not permitted.

3.8
If the confirmed delivery date cannot be met, the Supplier undertakes to inform Loxone immediately in writing.

3.9
In the event of a delay in delivery, Loxone is entitled either to withdraw from the contract by setting a grace period of 5 working days (Monday-Friday) or to insist on performance of the contract. Loxone reserves the right to claim all damages resulting from the delay.

3.10
The delivery of the goods to the incoming goods department of the delivery address must take place during the takeover times. The takeover times are Monday to Thursday from 07:00 to 12:00 and from 13:00 to 17:00 and Friday from 07:00 to 12:00.

3.11
The billing and delivery address of Loxone is Loxone Electronics GmbH, Smart Home 1, 4154 Kollerschlag, Austria. If invoices are sent by e-mail, the Supplier must ensure that the invoice is issued to the correct delivery address.

4 Contractual penalty

4.1
In the event of a culpable delay in delivery, a contractual penalty (penalty) shall be agreed which shall not be regarded as a repentance payment. The contractual penalty shall amount to 0.2% of the contractually agreed delivery value for each calendar day commenced. The contractual penalty shall be limited to 20% of the contractually agreed delivery value. The Supplier shall bear the burden of proof for its lack of fault.

4.2
Payment of the penalty shall not release the Supplier from the performance of its contractual obligations.

4.3
Acceptance of a late delivery by Loxone does not constitute a waiver of the penalty.

5 Transfer of ownership and risk

5.1
The risk of accidental deterioration or accidental loss shall not pass to Loxone until Loxone has accepted the delivery without reservation.

5.2
Upon Loxone’s unconditional acceptance of the delivery, ownership of the delivered goods shall pass to Loxone. The supplier guarantees that no third-party rights exist to the delivered goods, such as, in particular, reservations of title by the supplier or its business partners/suppliers. The reservation of the supplier’s ownership of delivered goods until full payment of the purchase price by Loxone is excluded.

6 Notice of defects

6.1
Loxone’s obligation to inspect deliveries of goods for defects in accordance with § 377 of the Austrian Commercial Code (UGB) shall be limited to obvious damage such as damage to the packaging (transport damage).

6.2
Loxone is not obliged to check the identity, completeness and/or conformity of the deliveries of goods.

6.3
Loxone shall report any defects discovered within a reasonable period of time after their discovery, whereby a six-week period for lodging a complaint shall be deemed to be a reasonable period of time.

6.4
In this case the Supplier waives the objection of late or delayed notification of defects.

7 Warranty, Compensation, Liability

7.1
In the absence of a written agreement to the contrary, exclusions and/or limitations of liability on the part of the Supplier, in particular under the title of warranty and/or damages, the exclusion and/or limitation of rights of recourse in the contractual chain pursuant to § 933b ABGB (Austrian Civil Code) as well as deviations from statutory provisions, in particular changes in the burden of proof and/or shortening of deadlines, shall not be recognised.

7.2
The supplier warrants that the delivery is complete and free of defects, in particular for the properties of the delivered goods as stipulated or usually assumed.

7.3
Loxone shall be entitled to choose between improvement, replacement or price reduction, provided that only a minor defect exists.

7.4
The Supplier is obliged to remedy the defect within 14 working days (Monday – Friday) after notification of the defect by Loxone. If the Supplier fails to remedy the defect within this period, Loxone shall be entitled to remedy the defect and/or have it remedied by third parties at the Supplier’s expense and risk without setting a grace period. In case of imminent danger, Loxone shall be entitled to remedy defects at the Supplier’s expense and risk even without prior notice of defects.

7.5
Loxone is expressly entitled to withhold payments until the defects have been fully remedied.

7.6
The right to warranty may be asserted by Loxone within 36 months from the transfer of risk.

7.7
Once the defect has been remedied, the warranty period shall start anew.

7.8
The Supplier must always prove that the defect was not already present at the time of the transfer of risk.

7.9
Claims for damages against the Supplier shall also extend to consequential damages, loss of profit and damages which Loxone must compensate its customers for, irrespective of the degree of fault on the part of the Supplier.

8 Force majeure

8.1
In the event of an external elementary event which could not have been prevented even by the utmost reasonable care and which is so extraordinary that it cannot be regarded as a typical operational risk (force majeure), such as in particular labour disputes, riots, armed or terrorist conflicts, epidemics, pandemics, official measures such as quarantine orders, etc., the obligation of the contracting parties to perform shall not be suspended.

8.2
This shall also apply in particular to operational and traffic disruptions, improper performance of services by subcontractors and/or sub-suppliers, transport interruptions or production stoppages, insofar as these events are attributable to force majeure.

8.3
Any contrary clauses of the Supplier are expressly not recognised.

9 Product liability

9.1
The Supplier shall also be liable to Loxone in accordance with the provisions of the Product Liability Act, Federal Law Gazette I No. 99/1988 as amended, for the goods delivered by him and shall be obliged to indemnify and hold Loxone harmless with regard to all liability claims by third parties and other expenses incurred by Loxone as a result of the delivery of defective goods.

9.2
The Supplier assures Loxone that claims for damages under the Product Liability Act with respect to the delivered goods can be satisfied by appropriate coverage. For this purpose, the Supplier undertakes to take out product liability insurance with coverage of at least EUR 5,000,000 for personal injury and property damage. Upon request, the Supplier shall provide Loxone with proof of the conclusion of such product liability insurance.

9.3
In the absence of a written agreement to the contrary, exclusions and/or limitations of liability on the part of the Supplier as well as the exclusion and/or limitation of rights of recourse pursuant to § 12 of the Product Liability Act shall not be recognised by Loxone.

10 Industrial Property Rights

10.1
With the delivery of a copyrighted object, the Supplier grants Loxone a simple, unrestricted right of use in all types of use.

10.2
The Supplier assures Loxone that claims for damages under the Product Liability Act with respect to the delivered goods can be satisfied by appropriate coverage. For this purpose, the Supplier undertakes to take out product liability insurance with coverage of at least EUR 5,000,000 for personal injury and property damage. Upon request, the Supplier shall provide Loxone with proof of the conclusion of such product liability insurance.

11 Goods contradiction. Preferences, regulations in the international movement of goods

11.1
The Supplier undertakes to provide proof of non-preferential or preferential origin for all goods delivered by him. The Supplier undertakes to provide Loxone annually, without being requested to do so, with a current, valid long-term supplier’s declaration. The Supplier must notify Loxone immediately of any changes to the information provided therein.

11.2
Should the long-term supplier declarations prove to be insufficiently meaningful or incorrect, the Supplier undertakes to provide Loxone with error-free, complete and customs-certified information sheets on the origin of the goods.

11.3
The Supplier undertakes to check his goods as to whether they are subject to prohibitions, restrictions and/or licensing obligations in the international movement of goods (in particular with regard to the Export List, Dual-Use Regulation, US re-export control, etc.) and to mark any prohibitions, restrictions and/or licensing obligations in all documents (in particular offers, order confirmations and all documents accompanying the goods) in an unambiguous and comprehensible manner.

11.4
If Loxone and/or its customers are subsequently charged by a customs authority due to incorrect own declarations of origin and/or if Loxone and/or its customers suffer any other pecuniary loss as a result and the error is based on an incorrect declaration of origin by the Supplier, the Supplier shall be fully liable for this.

12 Substances in Products

12.1
The Supplier assures Loxone that the Products delivered by him comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH Regulation).

12.2
Supplier assures Loxone that the substances contained in Supplier’s Products, to the extent required under the provisions of the REACH Regulation, have been pre-registered or registered after the transitional periods have expired, unless the substance is exempt from registration.

12.3
Supplier shall provide Loxone with safety data sheets in accordance with Art 31 REACH Regulation or the information required under Art 32 REACH Regulation. Upon request, Supplier shall also provide Loxone with the information required under Art 33 REACH.

12.4
If Loxone and/or its customers are subsequently charged by a customs authority due to incorrect own declarations of origin and/or if Loxone and/or its customers suffer any other pecuniary loss as a result and if the error is based on an incorrect declaration of origin by the Supplier, the Supplier shall be fully liable for this.

13 Special Provisions for Contracts for Work and Services

13.1
Scope of application

13.1.1
For contracts for work and services or mixed purchase and work contracts between Loxone, as the Buyer, and a work contractor, the following special provisions shall apply IN ADDITION.

13.1.2
The provisions of these GPC concerning the ordering and delivery of goods shall be applied mutatis mutandis to contracts for work and services and/or, if not possible, shall be used to interpret the provisions of the GPC concerning the manufacture of works.

13.2
Execution of the Work

13.2.1
The Contractor undertakes to execute the Work personally or to have it executed under its supervision.

13.2.2
If the service provider uses third parties (subcontractors), the service provider remains responsible to Loxone. Third parties shall be attributed to the service provider as assistants in accordance with § 1313a ABGB (Austrian Civil Code).

13.2.3
The service provider undertakes to perform the work on schedule in accordance with the contractually agreed schedule.

13.2.4
The Contractor undertakes to immediately notify in writing all circumstances that may impair, endanger and/or delay the production of the Work.

13.2.5
The Work Contractor undertakes to report obviously unsuitable and/or incorrect instructions from Loxone, without unnecessary delay and in writing (duty to warn).

13.2.6
Necessary changes in the production process that deviate from the transmitted data must be communicated to Loxone in writing without delay and may only be made by the work contractor after written confirmation by Loxone.

13.3
Cost estimates

13.3.1
Cost estimates made by the Contractor shall in any case be free of charge and binding.

13.3.2
The Contractor shall warrant the correctness of the cost estimate in accordance with 1170a ABGB.

13.4
Warranty, Compensation, Liability

13.4.1
If the work customer fails to give the required warning in accordance with Clause 13.2.5, he shall be liable to Loxone for all damages resulting therefrom.

13.4.2
The work contractor undertakes to take out public liability insurance with coverage of at least EUR 5,000,000 for personal injury, property damage and financial loss.

13.5
Intellectual property and data protection

13.5.1
Data and documents transmitted to the service provider, such as in particular PCB data packages, illustrations, drawings, calculations, samples, are works within the meaning of the Austrian Copyright Act (öUrhG) and as such are the intellectual property of Loxone. Without the express written consent of Loxone, they may not be reproduced, processed, made available to private individuals and/or the public and/or distributed.

13.5.2
The transmission of data and documents for the production of a work to the work contractor and/or, if applicable, his subcontractor, is expressly not associated with the granting of a work usage authorisation or a work usage right.

13.5.4
The transmitted data and documents are subject to strict confidentiality and may not be made accessible to third parties without the express written consent of Loxone.

13.5.5
After completion of the work in accordance with the order, the data and documents transmitted by Loxone must be deleted immediately, demonstrably and completely by the contractor or his assistants (§ 1313a ABGB) or destroyed in some other way or returned to Loxone at its request.

13.5.6
In the event that the data and documents transmitted have been processed, e.g. for the production of the work, by the contractor or one of his assistants (§ 1313a ABGB), the contractor shall grant Loxone an exclusive and unlimited right to use the work.

13.6
Other property rights

13.6.1
All other intellectual property rights that arise in the course of the execution of the Work belong to Loxone as soon as they arise.

13.6.2
Upon payment of the contractually agreed fee for the work, all intellectual property rights, rights of use and editing rights and any personal rights shall also be settled.

14 Place of performance

Unless otherwise agreed in writing, the place of performance for deliveries of goods and services shall be the delivery address of Loxone (see point 3.11).

15 Place of jurisdiction

The exclusive place of jurisdiction for any disputes arising from and/or in connection with these GPC and/or the contractual relationships between Loxone and suppliers/work contractors on which these GPC are based shall be the competent court in 4020 Linz.

16 Choice of Law

The contracts concluded between the supplier/work contractor and Loxone shall be governed exclusively by Austrian law, to the exclusion of national and supranational rules of reference (IPRG, ROM I-VO) and the UN Convention on Contracts for the International Sale of Goods.

17 Subsidiary agreements

Verbal collateral agreements to contracts on which these GPC are based and/or to which these GPC are not permitted. Amendments and/or supplements to the contracts on which these GPC are based and/or to these GPC must be made in writing in order to be valid. This shall also apply to any waiver of the requirement of the written form.

18 Correspondence and Electronic Business Transactions

18.1
Any correspondence between the Supplier/work contractor and Loxone shall be conducted by quoting the order number.

18.2
Electronically transmitted documents with a handwritten signature (in particular fax or scanned documents) or qualified electronic signature, comply with the written form requirement. E-mails without such a signature shall not comply with the written form requirement.

19 Severability clause

Should individual provisions in these GPC be or become legally ineffective, invalid and/or void, the validity of the other provisions shall remain unaffected. A legally ineffective, invalid and/or void provision shall be replaced by a legally effective and valid provision which comes as close as possible to the economic purpose of the provision to be replaced.