§ 1 Application and Scope

1. Company Information: Oido GmbH ("Oido"), headquartered in Götzens, Tyrol, Austria, specializes in the production and worldwide distribution of high-quality acoustic products, including panels and lighting solutions ("Goods").

2. Applicability: All sales and services provided by Oido to its customers ("Customer(s)") are governed exclusively by these General Terms and Conditions of Business and Delivery ("GTC"). These GTC are provided with each offer and are available for download on Oido's official website. They apply to all agreements between Oido and the Customer concerning the purchase and delivery of Goods and related services, unless otherwise explicitly agreed upon in writing.

3. Future Transactions: These GTC also serve as the legal foundation for all future business interactions with Oido, even if not expressly referenced in subsequent agreements.

4. Conflicting Terms: Should the Customer reference their own GTC during the ordering process, Oido's GTC shall prevail unless explicitly agreed otherwise in writing. By placing an order and accepting Oido's order confirmation ("OC") without objection, the Customer consents to the exclusive application of Oido's GTC. Acceptance is deemed given at the latest upon fulfillment of the service.

5. Authority of Representatives: Oido's field and sales representatives are not authorized to make agreements or commitments that deviate from these GTC. Such deviations require written approval from Oido's authorized representatives (e.g., managing directors or authorized signatories).

6. Assignment: The Customer acknowledges that Oido may transfer the contract and/or individual rights and obligations to affiliated companies and may have its obligations fulfilled by them without requiring the Customer's consent.

§ 2 Offers and Conclusion of Contract

1. Non-Binding Offers: Oido's responses to inquiries, including offers, are generally non-binding unless explicitly stated otherwise.

2. Binding Offers: Offers designated as binding by Oido replace all previous offers.

3. Customer Orders: Orders placed by the Customer are binding immediately. Unilateral withdrawal (cancellation) by the Customer is excluded once Oido issues an OC within a reasonable timeframe. The Customer is bound to their order for 30 days from receipt by Oido.

4. Order Acceptance: Oido reserves the right to accept orders. Acceptance occurs through the issuance of a written OC, which exclusively defines the scope of the contract.

5. Order Confirmation Review: The Customer must verify that the OC aligns with their order. If discrepancies exist, the Customer must object in writing immediately. Failure to do so within a reasonable period implies acceptance of the OC's terms.

6. Special Specifications: Special Customer requests (e.g., delivery periods, discounts, unique designs) become part of the contract only if explicitly confirmed in the OC.

7. Samples: Samples provided are non-binding and may incur charges unless otherwise agreed.

8. Design Modifications: Oido reserves the right to modify designs post-contract conclusion, provided such changes are compatible with the Customer's specifications or are minor.

§ 3 Additional Services: Planning and Consultation

1. Chargeable Services: Services beyond the delivery of Goods, such as consulting, planning (e.g., acoustic design), and construction services, are not included in the purchase price and are subject to additional charges.

2. Design Planning: Oido may offer preliminary design planning related to the placement and integration of acoustic products. This service is based solely on the unverified information provided by the Customer.

3. Implementation Responsibility: The design planning serves as a non-binding recommendation and is not an exact implementation plan. It must be reviewed and approved on-site by qualified professionals before installation. Oido assumes no liability for the accuracy, completeness, or feasibility of these recommendations.

§ 4 Delivery and Transfer of Risk

1. Delivery Terms: Delivery terms are specified in the OC. In the absence of specific terms, delivery is Ex Works (EXW) according to Incoterms in effect at the time of contract conclusion.

2. Delivery Dates: Delivery dates are approximate unless explicitly confirmed as binding. Oido is not liable for delays caused by unforeseen circumstances beyond its control (e.g., force majeure events).

3. Risk Transfer: Risk transfers to the Customer upon delivery of the Goods to the carrier or, in the case of pickup, when the Goods are made available to the Customer.

4. Acceptance Delay: If the Customer fails to accept delivery on the agreed date, they bear the risk and any additional costs incurred due to the delay.

§ 5 Prices and Payment Terms

1. Pricing: Prices are as stated in the OC and are exclusive of taxes, duties, and other charges unless otherwise specified.

2. Payment Terms: Payment is due within 30 days from the invoice date without deductions, unless otherwise agreed in writing.

3. Late Payments: Late payments incur interest at the statutory rate. Oido reserves the right to claim further damages resulting from delayed payment.

4. Retention of Title: Goods remain the property of Oido until full payment is received. The Customer must handle Goods subject to retention of title with care and insure them appropriately.

§ 6 Warranty and Liability

1. Warranty Period: Oido warrants that Goods are free from defects in material and workmanship for a period of 24 months from the delivery date.

2. Notification of Defects: The Customer must inspect Goods upon receipt and notify Oido in writing of any apparent defects within 10 working days. Hidden defects must be reported immediately upon discovery.