B2B Terms & Conditions

GENERAL TERMS & CONDITIONS
of Mountain Studio AS

I. GENERAL
1. These General Terms & Conditions of Delivery and Sale (T&Cs) of Mountain Studio Sweden AB, Bergtorpsvägen 43 B, 183 64 Täby, Sweden hereinafter referred to as MOUNTAIN STUDIO, constitute an integral part of any business relationship between MOUNTAIN STUDIO and the CLIENT. Once in force between MOUNTAIN STUDIO and the CLIENT these T&Cs are binding on all present and future business transactions between the same, even if no explicit reference to MOUNTAIN STUDIO's T&Cs has been made. The T&Cs also apply in particular to any repeat orders placed by the CLIENT.
2. Any deviating terms and conditions on the part of the CLIENT are only valid if MOUNTAIN STUDIO has explicitly accepted them in writing.
3. Verbal or telephone agreements, supplementary agreements or contract amendments shall only become binding once confirmed in writing by MOUNTAIN STUDIO.
4. Claims against MOUNTAIN STUDIO may only be assigned upon MOUNTAIN STUDIO's written approval.
5. The CLIENT must inform MOUNTAIN STUDIO in writing of any changes to the CLIENT's address. Any written communication (e.g. invoices) sent by MOUNTAIN STUDIO to the last address provided in writing by the CLIENT shall be assumed to have been delivered in accordance with the standard post delivery times.
6. If individual provisions of these T&Cs or of a contract concluded with MOUNTAIN STUDIO are legally ineffective, invalid and/or void or become so during the course of their term, the effect and validity of the remaining provisions shall not be affected. An effective and valid provision shall take the place of the ineffective, invalid and/or void provisions, which best meets the sense and purpose of the ineffective, invalid and/or void clause.

II. CONCLUSION OF CONTRACT
1. Offers from MOUNTAIN STUDIO to the CLIENT are, unless explicitly stated otherwise in writing, subject to change and non-binding.
2. Details in brochures, catalogues, price lists or other promotional publications are non-binding and may be changed as required; MOUNTAIN STUDIO is not liable for any incorrect information in such publications.
3. The CLIENT shall be bound to his purchase request (contract proposal) until it is accepted or rejected by MOUNTAIN STUDIO, but at the longest for 4 weeks.
4. A contract is only concluded when MOUNTAIN STUDIO sends the CUSTOMER an order confirmation or performs the services, each after receiving the CUSTOMER's purchase offer, which MOUNTAIN STUDIO can also reject without reason.

III. PRICES
1. Unless otherwise agreed in writing, the prices are net, plus the applicable VAT, without deductions, unpacked, no duties paid, ex warehouse MOUNTAIN STUDIO.
2. MOUNTAIN STUDIO reserves the right to increase the prices as appropriate if cost increases arise after the contract has been concluded, particularly due to price increases on the part of suppliers, or fluctuations in the exchange rate or inflation, or changes to freight tariffs or customs duties, etc., to MOUNTAIN STUDIO's detriment. The CLIENT has no right of withdrawal if the price increases are due to such factors beyond MOUNTAIN STUDIO's influence.
3. The CLIENT shall bear any costs for packaging, loading, transport, insurance, permits etc. Moreover, the CLIENT shall bear altogether all additional costs arising from the contract.

IV. PAYMENT CONDITIONS AND DEFAULT
1. The entire sale price shall be due for payment to MOUNTAIN STUDIO and free of charges, unless otherwise agreed in writing, at the latest 21 days from receipt of invoice. A discount may only be deducted if expressly agreed in writing and only if all due invoices have been settled.
2. All payments must be made free of charges and deductions into a bank account of MOUNTAIN STUDIO. Payments are only deemed to have been made once they can no longer be recalled from a bank account of MOUNTAIN STUDIO. MOUNTAIN STUDIO may refuse to accept cheques, bills of exchange and other payment methods without giving reasons, or may accept them only by special arrangement and only as payment, not in place of performance.
3. Payments made by the CLIENT, shall at the discretion of MOUNTAIN STUDIO and unless otherwise agreed, be credited to the outstanding claim, as a general rule from the oldest to the most recent, then to interest and other ancillary costs, and lastly only to the goods subject to the retention of title.
4. Belated payments are considered as late without additional warning being given. Late fees are agreed at 10 percentage points over the Euribor rate per annum. In the event of late payment by the CLIENT, MOUNTAIN STUDIO is also entitled to demand interest on interest from the day of hand over of the GOODS subject to retention of title.
5. Moreover, in the event of default of payment, the CLIENT is obligated to reimburse MOUNTAIN STUDIO for any reminder and collection costs, provided that these were appropriate for adequate legal action. This also includes a lump sum of EUR 40 to cover operating costs. This does not affect the right to assert other rights and claims.
6. In the event of the CLIENT's non-compliance with payment conditions, MOUNTAIN STUDIO shall be entitled to demand compensation due to non-fulfilment. In addition, MOUNTAIN STUDIO shall be released from all other obligations of performance and delivery and shall be entitled to withhold outstanding deliveries or performance, and to demand advance payment or securities, or to withdraw from the contract following a reasonable period of grace of 2 weeks. If MOUNTAIN STUDIO declares its intention to withdraw from the contract for this reason, the CLIENT shall immediately return any GOODS that have already been delivered at its own cost and shall compensate MOUNTAIN STUDIO for any reduction in value and shall reimburse MOUNTAIN STUDIO for all expenditure. As compensation for the damages incurred in such a situation, MOUNTAIN STUDIO is entitled to demand that the CLIENT either reimburses the damages suffered and the lost earnings or pays a penalty fee of 15 % of the net sales price with immediate effect with no right to reduction.
7. In the absence of voluntary surrender of the GOODS following default on payment, MOUNTAIN STUDIO is entitled to remove the GOODS from the CLIENT's possession itself, without this giving rise to any claims of restitution, injunctive relief, compensation, or other claims of any kind under civil law on the part of the CLIENT.

V. RETENTION OF TITLE
1. MOUNTAIN STUDIO shall retain title to the GOODS until the purchase price has been paid in full and without any reservation. In addition, MOUNTAIN STUDIO shall remain the owner of the goods sold until full and unconditional payment of all claims arising from all contracts and any supplementary agreements concluded between MOUTAIN STUDIO and the CLIENT.
2. Whilst MOUNTAIN STUDIO retains the title, the CLIENT shall not sell, pledge, mortgage, lease or otherwise transfer the GOODS to third parties without MOUNTAIN STUDIO's prior written authorisation, which may be withdrawn at any time. Authorisation shall lapse automatically in the event of insolvency or enforcement of a lien.
3. If the GOODS have been resold with MOUNTAIN STUDIO's authorisation before complete payment, then the CLIENT shall transfer its claim from the sale with regard to the third party to MOUNTAIN STUDIO in advance. The CLIENT shall inform MOUNTAIN STUDIO in the event of such a sale, as well as the third party of the assignment of the claim. Furthermore, MOUNTAIN STUDIO shall be entitled to inform the third party directly of the assignment.
4. The CLIENT shall be obliged to keep and store the GOODS in proper condition for the duration of the retention of title and to insure them at his own expense against theft, flood, fire, water, transport and other damage. The CLIENT hereby assigns to MOUNTAIN STUDIO by way of security any claim existing against the insurance company in the event of damage.
5. The CLIENT bears the risk of accidental loss of the GOODS.
6. If third parties are to access the GOODS delivered subject to the retention of title, then the CLIENT must report this to MOUNTAIN STUDIO immediately in writing by registered letter and advance email. Moreover, the CLIENT must make MOUNTAIN STUDIO's right of ownership known and must reimburse MOUNTAIN STUDIO for all costs arising in relation to safeguarding this right. In the event of non-payment of one of MOUNTAIN STUDIO's claims, suspension of payments, opening of bankruptcy or enforcement of a lien on any GOODS subject to retention of title, the CLIENT must immediately return all the GOODS subject to retention of title to MOUNTAIN STUDIO. Unless stated otherwise, return of the delivered GOODS subject to the retention of title does not equate to withdrawal from the contract. If the GOODS subject to the retention of title are segregated, MOUNTAIN STUDIO is entitled to store these at the cost and risk of the CLIENT.

VI. RIGHT OF RETENTION
1. Regardless of any legal provisions or other agreements to the contrary, MOUNTAIN STUDIO shall have a right of retention over all GOODS that are intended to be handed over to the CLIENT and that are still in MOUNTAIN STUDIO's possession and under MOUNTAIN STUDIO 's ownership, until the CLIENT has paid all claims arising from the contract.

VII. TRANSFER OF RISK; PERFORMANCE AND DELIVERY
1. Unless otherwise agreed in writing, MOUNTAIN STUDIO delivers ex warehouse MOUNTAIN STUDIO, or in variation from this, from an alternative delivery location to be specified by MOUNTAIN STUDIO. MOUNTAIN STUDIO is entitled to pass all or part of an order to a third party, or to commission a third party to execute all or part of an order.
2. Any shipping of the GOODS agreed with the CLIENT shall always be affected at the cost and risk of the CLIENT.
3. The risk of total or partial destruction, loss, deterioration, damage, seizure, or requisition of the GOODS transfers to the CLIENT upon handover of the goods to the carrier or, in the case of collection by the CLIENT, upon receipt of the notification of availability by the CLIENT.
4. A delivery date or delivery period is only binding if this commitment has been explicitly specified in writing in the contract. MOUNTAIN STUDIO's period for performance and delivery shall be extended as appropriate in the event of an unforeseen hindrance, which lies outside MOUNTAIN STUDIO's control. In the event of operational disruptions, strikes, public unrest, lockouts, whole or partial closures of the production sites, for whatever reason, in the event of war, a terrorist attack or an official order, as well as in all other cases of force majeure (fire, epidemic, flood, earthquake etc.), or if such events affect the operations of significant suppliers, MOUNTAIN STUDIO's period for performance and delivery shall be suspended for the duration of the disruption and until any operational consequences have been resolved. In these cases, MOUNTAIN STUDIO shall not be liable for any legal consequences of any kind. Moreover, in such cases MOUNTAIN STUDIO reserves the right to declare its withdrawal from the contract, which would require it to repay without interest any payments made in advance by the CLIENT; MOUNTAIN STUDIO would not be liable to pay compensation under these circumstances.
5. In the event that the agreed delivery period or date has been missed, default only arises once the CLIENT has submitted a written reminder and a reasonable period of grace set for MOUNTAIN STUDIO has expired without the GOODS having been delivered. If MOUNTAIN STUDIO has caused the default through crass gross negligence or wilful intent, then the CLIENT is entitled – after a reasonable period of grace of at least two weeks has been set in writing and has passed without success – to request fulfilment or to declare its withdrawal from the contract. The CLIENT shall declare this withdrawal by means of a registered letter and by email in advance. The right of withdrawal only applies to the part of the delivery or performance affected by this default. The CLIENT has no right to claims for compensation due to default or non-fulfilment, provided MOUNTAIN STUDIO has not caused these circumstances through crass gross negligence or wilful intent. In particular, the CLIENT has no right to claims for compensation if the default of delivery or performance is due to non-delivery or late delivery on the part of one of MOUNTAIN STUDIO's sub-suppliers.
6. If the CLIENT fails to comply with an agreed contractual obligation, MOUNTAIN STUDIO is no longer obligated – without being subject to any consequences of default – to comply with the delivery period or the delivery date.
7. MOUNTAIN STUDIO reserves the right to withdraw from the contract if – after order confirmation and before readiness to deliver – it becomes aware of economic circumstances that make it appear unlikely that the CLIENT will be able to meet its payment obligations to MOUNTAIN STUDIO. In such circumstances, the performance or delivery of the GOODS subject to retention of title may be made dependent on full advance payment or submission of an original copy of a suitable bank guarantee.

VIII. CONDITIONS OF FULFILMENT & ACCEPTANCE
1. MOUNTAIN STUDIO has fulfilled its performance on notification of readiness to deliver, or on agreed dispatch of the GOODS when handed over to a carrier for dispatch by the expiry of the agreed delivery period, or when the GOODS are made available for collection by the CLIENT and the CLIENT has been informed of it, whatever occurs first.
2. The CLIENT is entitled and obligated to inspect the GOODS immediately on acceptance, but at the latest within 5 calendar days of receipt of the GOODS. The CLIENT is obligated to take possession of the GOODS following this inspection, but at the latest after the five-day inspection period has lapsed, provided the CLIENT has identified no serious defects during the inspection and informed MOUNTAIN STUDIO of this immediately in writing by registered letter and by email in advance. No notification of defects shall be accepted after this time. If the CLIENT explicitly or tacitly waives the right of inspection, then the GOODS shall be deemed to be properly delivered and accepted; the CLIENT is, thus, obligated to take possession. The CLIENT is also obligated to take possession of the GOODS if the inspection has only revealed minor defects. Defects that are not externally recognisable must also be reported in writing by registered letter and by email in advance immediately after discovery.
3. If the CLIENT fails to take possession of the GOODS after two weeks once the obligation has arisen, MOUNTAIN STUDIO is entitled – after a period of grace of 2 weeks – to withdraw from the contract and to demand compensation from the CLIENT for non-fulfilment. MOUNTAIN STUDIO is similarly entitled if approval for a shipping order is overdue for the agreed dispatch of the GOODS. If MOUNTAIN STUDIO withdraws from the contract because of non-fulfilment on the part of the CLIENT, MOUNTAIN STUDIO is entitled to demand from the CLIENT a penalty fee in the amount of 15 % of the net sales price due with immediate effect. The assertion of further rights and claims, in particular higher damages suffered and loss of profit, shall remain unaffected by this.

IX. WARRANTY
1. MOUNTAIN STUDIO warrants that the GOODS are free of defects for a period of 12 months as of the transfer of risk. Absence of defects shall be measured by the standard technology for comparable material at the time of transfer of risk. The warranty period is a limitation period.
2. MOUNTAIN STUDIO's warranty obligation only exists if the CLIENT has fulfilled its contractual obligations, particularly with regard to payment and prompt inspection in accordance with VIII. 2. and if the CLIENT has identified a defect and reported the same to MOUNTAIN STUDIO immediately, specifically and in writing by registered letter, as otherwise the GOODS shall be deemed to be accepted unconditionally and free of defects. Warranty claims shall in any case become time-barred within 6 months of the timely complaint or 12 months after the transfer of risk at the latest (see IX, Point 1).
3. No presumption of defect to the detriment of MOUNTAIN STUDIO shall be made. Presumption of defect in accordance with § 924 ABGB (Austrian General Civil Code) is excluded. The burden of proof lies with the CLIENT in each case, for the existence of a defect at the time of handover, when the defect is identified, and for the timeliness of the defect notification.
4. To comply with its warranty obligations, MOUNTAIN STUDIO is free to choose between replacement delivery or rectification. Replacement deliveries shall only be made against return of the defective goods, which shall become the property of MOUNTAIN STUDIO upon dispatch of the replacement delivery by the CLIENT. If the defective goods are no longer in production, MOUNTAIN STUDIO shall be entitled to use equivalent goods from current production at its own discretion within the scope of the improvement or replacement delivery. In the event of a rectification of defects, MOUNTAIN STUDIO undertakes to bear the expenses necessary for the rectification of defects (transport, travel, labour and material costs), provided that these are not increased by the fact that the CLIENT has taken the goods to a place other than the place of performance; in this case, the CLIENT shall bear the additional expenses (in particular, but not conclusively, increased delivery costs).
5. If, despite replacement or rectification the defect is still not resolved, is refused by MOUNTAIN STUDIO or a reasonable deadline set by the CLIENT (at least 4 weeks) has expired without result, then the CLIENT is entitled to demand a reduction in price.
6. If the CLIENT has undertaken repair work itself, MOUNTAIN STUDIO shall only pay costs if this work and the acceptance of costs have been explicitly authorised in writing in advance.
7. MOUNTAIN STUDIO has no warranty obligation if,
a) The CLIENT has not reported a defect immediately in writing by registered letter and MOUNTAIN STUDIO has not been given an immediate opportunity to undertake rectification,
b) The GOODS have been altered in a manner not authorised by MOUNTAIN STUDIO,
c) The CLIENT has not followed the provisions, warnings and instructions about handling, operation, maintenance and servicing for the GOODS, or has breached legal regulations.
8. Warranty obligations are not affected by a change in ownership of the GOODS.

X. LIABILITY & COMPENSATION
1. The compensation obligations of Produkthaftungsgesetz (Austrian Product Liability Act – PHG) apply without restriction. However, the liability and compensation exclusions of these T&Cs also apply without restriction, provided they are not contradicted by mandatory statutory provisions. The injured party bears the full burden of proof for all legal requirements for damages.
2. MOUNTAIN STUDIO shall not be liable for damage or consequential damage caused by defects, unless the defect has been caused due to gross negligence or wilful intent on MOUNTAIN STUDIO's part.
3. MOUNTAIN STUDIO is only liable to the CLIENT for damages of any kind in the event of gross negligence. MOUNTAIN STUDIO is not liable for lost profits. Likewise, MOUNTAIN STUDIO shall not be liable for damages that are asserted against the CLIENT by third parties.
4. Claims for compensation must be made before the court within one year after the expiry of the guarantee period for the GOODS, unless MOUNTAIN STUDIO has explicitly recognised them; otherwise they shall become time-barred.
5. In the event of non-performance or improper performance of this contract, and in the event of an unjustified withdrawal from the contract by the CLIENT, the contractual parties hereby agree that the CLIENT shall pay a contractual penalty in the amount of 15 % of the purchase price. The contractual penalty shall be paid regardless of fault. MOUNTAIN STUDIO reserves the right to claim damages in excess of the contractual penalty. It is explicitly agreed that MOUNTAIN STUDIO may deduct the contractual penalty from any down payment amount the CLIENT has paid.

XI. APPLICABLE LAW & JURISDICTION
1. These T&Cs and their interpretation as well as all contractual relationships between MOUNTAIN STUDIO and the CLIENT shall be governed by Austrian law, to the exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.
2. The contracting parties agree that the court with subject-matter jurisdiction for Vienna, Innere Stadt, Austria, shall have exclusive jurisdiction for all disputes concerning the entry into, conclusion or legal validity or legal effects of these T&Cs and all contractual relationships between MOUNTAIN STUDIO and the CLIENT. However, MOUNTAIN STUDIO is also entitled, at its discretion, to assert claims against the CLIENT before any court with subject-matter jurisdiction for the CLIENT's headquarters.

Stand: April 2024