GENERAL TERMS AND CONDITIONS

This website sets out the terms and conditions under which we supply you with all goods listed in our online store. Please read these terms and conditions carefully before ordering any goods from our store. By placing an order, you agree to the application of these Terms and Conditions to your order.

1. SCOPE & DEFINITIONS

1.1. SPHAER e.U. is a sole proprietorship registered in the commercial register of the Commercial Court of Vienna (registration number: FN 593532t), which is operated by Leni Sofie Piech, born 04 April 1993, Traminergasse 1, 1190 Vienna. SPHAER e.U. is neither a legal entity nor any other entity with legal capacity. The contractual partner of the Customer is exclusively Leni Sofie Piech, born 04 April 1993, Traminergasse 1, 1190 Vienna (the "Seller").

1.2. These General Terms and Conditions ("GTC") shall apply to all contracts that a Customer concludes with the Seller via the SPHAER online store (www.studiosphaer.com).

1.3. The version of the GTC that is available on the online store at the time of the Customer's order shall be authoritative for a contract concluded between the Seller and a Customer.

1.4. Any GTC of the Customer shall not become part of the contract.

1.5. "Consumer" in the sense of these GTC are natural persons, legal entities and partnerships with legal capacity, for which the transaction is not part of the operation of their business (s1 para 1 No 2 Austrian Consumer Protection Act [Konsumentenschutzgesetz or KSchG]).

1.6. "Entrepreneur" in the sense of these GTC are natural persons, legal entities or partnerships with legal capacity for which the transaction is part of the operation of their business (s1 para 1 No 1 Austrian Consumer Protection Act [Konsumentenschutzgesetz or KSchG]).

1.7. "Customer" shall mean both Consumer and Entrepreneurs.

1.8. "UK Customers" means Customers (Consumers or Entrepreneurs) who have their domicile, registered office or habitual residence in the United Kingdom.

2. CONCLUSION OF THE CONTRACT

2.1. The presentation of the goods in the Seller's online store is not a binding offer to conclude a purchase contract, but an invitation for the Costumer to make such an offer by placing an order.

2.2. The Customer can submit a legally binding offer via the online order form integrated in the online shop. To do so, the Customer must complete the ordering process, which consists of a total of five steps. In the first step, the Customer must place the goods he/she wishes to purchase into the virtual shopping cart and then access the shopping cart. Second, the Customer must enter his customer and address data (delivery details). In the third step, the Customer selects the delivery method. Fourth, the Customer decides on the method of payment and can optionally provide a differing billing address. Fifth and last, the Customer has the opportunity to review all information (e.g. name, address, payment method, ordered items) and correct it if necessary. During this step, the Customer is also informed about the cancellation policy and the sample cancellation form of the Seller as well as about the applicability of the GTC. By submitting the order (clicking the button "Buy Now" or similar) the Customer makes a binding offer to purchase the goods contained in the virtual shopping cart and at the same time also agrees that these GTC are legally binding in the event of acceptance of the offer by the Seller. The Customer may cancel the order process at any time until the order is submitted.

2.3. After receipt of the order, the Seller will immediately send the Customer an order confirmation by e-mail. This order confirmation does not constitute an acceptance of the contract by the Seller; it does not constitute a purchase contract. Rather, this order confirmation merely documents the receipt of the purchase offer (order) by the Seller.

2.4. An effective purchase contract is only concluded if the Seller accepts the Customer's offer within five days

a) by sending a request for payment to the Customer after the order has been placed; or

b) by sending an order confirmation to the e-mail address provided by the Customer; or

c) by shipping the goods to the Customer and sending a shipping confirmation to the e-mail address specified by the Customer.

If the Seller does not accept the offer within this period, this is to be understood as a rejection of the offer and the Customer is no longer bound to his/her offer after the expiration of the period. The Seller is not obliged to accept offers.

2.5. The conclusion of a contract is only possible in German or English.

2.6. After the offer has been made, changes to the order are only possible with the Seller's written consent.

3. PRICES, DELIVERY COUNTRIES AND SHIPPING COSTS

3.1. The Seller delivers to all countries of the European Union as well as to Iceland, Liechtenstein, Norway, Switzerland, and the United Kingdom. Deliveries to other countries are not possible.

3.2. Delivery is made with a carrier (preferably i-Logic GmbH, FN 403806h) and from Austria.

3.3. All prices quoted in the SPHAER online store for the goods are total prices including applicable VAT but excluding shipping costs and excluding any customs/import duties.

3.4. In addition to the stated prices, the Seller shall for each order charge the shipping costs displayed in the course of the ordering process, which may vary depending on the delivery country and the specific address of the Customer.

4. TERMS OF PAYMENT

4.1. The Customer shall make all payments without deductions in full, including any taxes shown, immediately after placing the order.

4.2. The Customer may in particular use the following methods of payment:

a) Prepayment/advance payment (all delivery countries): If this payment method is selected, the Customer is obligated to pay the invoice amount by bank transfer to the Seller within 7 days of the request for payment.

b) WIX-Payments: The Seller operates its website including online shop via the provider WIX.com. WIX-Payments is the payment provider of WIX.com, through which the Seller provides the Customer with various common payment options (e.g. EC and credit card payments, Apple Pay, Klarna/Pay Now, etc). The availability of individual payment methods for the Customer depends on the delivery country and may change in the future. The available payment methods are displayed to the Customer for selection during the ordering process.

4.3. Payment shall be deemed to have been made only as soon as the Seller can freely dispose of it.

5. TERMS OF DELIVERY, TRANSFER OF RISK AND PLACE OF PERFORMANCE

5.1. The ordered goods will be delivered to the delivery address indicated by the Customer. Independent collection of the ordered goods by the Customer from the Seller is not possible.

5.2. If the Customer is a Consumer, the risk of accidental loss or accidental damage or deterioration of the goods shall pass to the Consumer at the time when

a) the goods are handed over to the Consumer or to a recipient designated by him/her; or

b) the Consumer refuses to accept the duly delivered goods and is therefore in default of acceptance.

5.3. If the Customer is an Entrepreneur, the risk of accidental loss or accidental damage or deterioration of the goods shall pass to the Entrepreneur at the moment the goods are handed over to the person entrusted with the shipment (e.g. forwarding agent, carrier, warehouse keeper).

5.4. The Seller is entitled to make advance and partial deliveries and to invoice these separately.

5.5. The delivery periods and delivery dates stated in the SPHAER online store shall not be binding and shall be deemed to be indicative only. The Seller shall endeavor – but not be obliged – to comply with the stated delivery periods and dates. Cancellation of the contract by the Customer due to exceeding of a delivery period or a delivery date is only possible by granting a reasonable grace period of at least two weeks.

6. RESERVATION OF TITLE

All goods remain the property of the Seller until full payment of all claims.

7. ASSEMBLY & INSTALLATION

7.1. The Seller is not obliged to assemble, install or mount the ordered goods. The Customer shall carry out all assembly, installation, connection, preparation and other work at his/her own expense and risk or have it carried out by authorized professionals.

7.2. The Customer is furthermore obliged to follow exactly the assembly instructions and/or user guides enclosed by the Seller.

7.3. The Customer acknowledges that the goods (partly) consist of fragile or breakable materials (e.g. ceramics, glass) and therefore highest care and diligence is required during any handling (e.g. assembly/installation, disassembly, transport).

7.4. In the case of wall or ceiling installations, the Customer shall take into account the total weight of the goods and – depending on the type and condition of the wall, ceiling or other carrier material – use suitable screws, (expanding) dowels, anchors or other installation elements. In any case, at least a weight-related safety buffer in the amount of half of the good's weight must be observed; e.g. if the good has a weight of approximately 10 kilograms, mounting elements that support a weight of at least 15 kilograms must be used.

7.5. The Customer is expressly recommended to have all assembly, installation, and connection work (in particular electrical work) carried out by authorized professionals.

8. WARRANTY & LIABILITY

8.1. If the goods sold are deficient, the statutory provisions on liability for defects shall apply.

8.2. The Customer acknowledges that the goods are handmade. Due to the manual production, however, it cannot be ruled out that the goods show slight deviations in colour and shape (compared to the visualization in the web shop). The Customer acknowledges that such slight deviations shall not constitute a warranty claim under applicable law.

8.3. If the Customer makes changes to the goods after delivery, all possible claims for warranty or damages for those defects and damages that are due to these changes shall expire.

8.4. The Seller shall only be liable for culpably caused personal injury or at least grossly negligently caused property damage. Liability for property damage caused by slight negligence is therefore excluded.

8.5. If the Customer is an Entrepreneur, the Seller shall not be liable for damages resulting from claims of third parties, consequential and pecuniary damages and loss of interest.

8.6. The Seller is not liable for defects of the goods caused by improper handling, improper use or improper assembly of the goods. Improper assembly shall be deemed to have occurred in particular if

a) the Customer does not exactly follow the assembly instructions enclosed by the Seller during assembly and/or installation; or

b) the Customer himself assembles and/or installs goods which, according to the assembly instructions, may only be assembled and/or installed by authorized professionals;

c) the Customer does not comply with the user guides enclosed with the goods or available on the product page of the goods in the SPHAER online store when using or handling the goods.

8.7. A Customer, who is an Entrepreneur is obliged to give notice of defects in accordance with s377 of the Austrian Commercial Code (Unternehmensgesetzbuch - UGB) and has to notify SPHAER of any defects concerning the ordered goods within one week after receipt of a delivery or after unpacking the goods. If no such complaint or notification is made, the delivery shall be deemed to have been approved and any warranty claims and claims for damages shall lapse.

9. LEGAL RIGHT OF WITHDRAWAL FOR CONSUMERS

9.1. A Customer, who is a Consumer shall be entitled to withdraw from a contract without giving reasons pursuant to s11 Austrian Distance and Foreign Transactions Act (Fern- und Auswärtsgeschäfte-Gesetz – FAGG). The period for withdrawal is 14 days and begins

a) on the day on which the Consumer or a third party not acting as a carrier and designated by the Consumer acquires possession of the goods;

b) if the Consumer has ordered several goods as part of a single order which are delivered separately, on the day on which the Consumer or a third party not acting as a carrier and designated by the Consumer acquires possession of the last goods delivered;

c) in the case of delivery of goods in several partial consignments, on the day on which the Consumer or a third party not acting as carrier and designated by the Consumer acquires possession of the last partial consignment; or

d) in the case of contracts for a regular delivery of goods over a fixed period of time, on the day on which the Consumer or a third party not acting as carrier and designated by the Consumer acquires possession of the goods delivered first.

9.2. This right of withdrawal does not apply to goods which have been manufactured according to the individual wishes of the Consumer or which have been clearly tailored to the personal needs of the Consumer.

9.3. In order to exercise the right of withdrawal, the Consumer must inform the Seller by means of an explicit declaration (by letter or e-mail) of the decision to withdraw from this contract. The Customer may use the sample form available here for this purpose, which is, however, not mandatory. The withdrawal period shall be deemed to have been observed if the notice of withdrawal is sent within the withdrawal period.

9.4. The address for exercising the right of withdrawal is as follows:

SPHAER e.U.

Traminergasse 1, 1190 Wien, Österreich

E-Mail: contact@studiosphaer.com

9.5. If the Consumer withdraws from this contract, the Seller shall be obliged to repay all payments already made by the Consumer, including the delivery costs – with the exception of additional costs resulting from the fact that the Customer has chosen a type of delivery other than the standard delivery offered by the Seller – without undue delay and at the latest within 14 days from the day on which the Seller has received the notification of withdrawal from this contract. For this repayment, the Seller shall use the same means of payment that the Consumer used for the original transaction. The Consumer shall not be charged any fees for this repayment.

9.6. The Seller may refuse repayment until the goods delivered to the Consumer were received back or until the Consumer has provided evidence that the goods have been shipped back, whichever is the earlier.

9.7. The Consumer shall return the goods without undue delay and in any case not later than 14 days from the day on which the Consumer notifies the Seller of the cancellation of this contract. The deadline shall be deemed to have been met if the goods are dispatched before the 14-day deadline expires.

9.8. The address for returning the goods is as follows:

i-Logic GmbH

Industriestraße 8, 2540 Bad Vöslau, Austria

(attn: SPHAER e.U.)

9.9. The Consumer is obliged to bear the direct costs of returning the goods.

9.10. The Consumer shall be liable for any loss in value of the goods if such loss in value is due to the Consumer's handling of the goods which is not necessary for testing the quality, characteristics and functioning of the goods.

9.11. Customers, who are Entrepreneurs shall not be entitled to this statutory right of withdrawal.

10. INTELLECTUAL PROPERTY

10.1. All rights of use and exploitation of the pictures and graphics displayed in the SPHAER online store belong to the Seller or to the business partners of the Seller. Any use of these images or graphics, even in part, is not permitted without the express consent of the Seller.

10.2. By purchasing goods, the Customer does not acquire any existing intellectual property rights to these goods. The purchase of goods does not grant the Customer any licenses or rights of use or exploitation of any existing intellectual property rights to the goods beyond purely private use.

11. IMPEDIMENTS TO PERFORMANCE

11.1. In the absence of any agreement for delivery by a fixed date, announced performance or delivery dates shall be deemed to be merely approximate estimates. In case of unforeseen or unplannable obstacles to performance, the Seller shall be released from performance of the contract for the duration of the obstacle.

11.2. Unforeseen or unplannable obstacles to performance are in particular (i) changes in international export regulations, (ii) changes in national re-export regulations, (iii) sanctions prohibiting the conclusion of a contract or the delivery of goods to the Customer or (iv) unforeseeable and unplannable delays (e.g. caused by epidemics, acts of war, sever weather conditions, or the failure of supply chains).

12. NO LIABLITY OF THE SELLER FOR CUSTOMS/IMPORT DUTIES

12.1. All customs and import duties imposed or levied in the course of the delivery of goods to a delivery country outside the EU (or outside the EU Single Market) shall be borne entirely by the Customer. The Seller does not assume any liability for such customs or import duties and the Customer undertakes to fully indemnify and hold harmless the Seller with regard to such customs and import duties.

12.2. Furthermore, the Customer expressly acknowledges that the non-payment of prescribed or collected customs or import duties may result in the ordered goods not being delivered to the Customer.

12.3. All costs incurred as a result of goods

a) being rejected, withheld and/or held in custody by the relevant customs authorities;

b) being returned to the Seller by the relevant customs authorities; or

c) not being able to be delivered to the Customer due to non-payment of customs/import duties,

shall be borne entirely by the Customer. The Seller does not assume any liability for such costs and the Customer undertakes to fully indemnify and hold harmless the Seller with regard to such costs.

12.4. The Seller expressly recommends that the Customer, before placing any order, shall obtain precise information from the competent customs authority as to whether and in what amount customs duties or import duties are levied on the order intended by the Customer.

13. SPECIAL PROVISIONS FOR UK CUSTOMERS

13.1. For all disputes between the Seller and a UK Customer the exclusive jurisdiction of the court having subject-matter jurisdiction for 1190 (i.e. 19th district of) Vienna is agreed. Austrian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. In the case of UK Customers who are Consumers, this choice of law shall only apply to the extent that the UK Customer is not thereby deprived of the protection afforded to him/her by the mandatory legal provisions of the country in which the UK Customer (Consumer) has his/her habitual residence.

13.2. In the case of orders from UK Customers, the following shall apply to the price calculation in the virtual shopping cart in deviation from Section 3.3:

a) For orders up to a value of goods of GBP 135, the prices in the shopping cart are displayed as gross total prices in GBP, i.e. they include all price components as well as the statutory VAT. If the UK Customer is an Entrepreneur, however, the prices will be invoiced without VAT, as in this case the tax reverse charge procedure applies, according to which the Entrepreneur must pay the applicable VAT itself.

b) For orders exceeding a value of goods of GBP 135, the prices are shown without VAT. In this case, import VAT and customs duties at the statutory rate will be incurred on import into the UK, which are to be borne and paid by the UK Customer. The import VAT and customs duties will be collected locally by the contracted shipping service provider and forwarded to the authorities. The UK Customer acknowledges that the goods will not be handed over to the Customer by the contracted shipping service provider until the Customer has paid the applicable import VAT and customs duties to the shipping service provider.

13.3. A UK Customer, who is a Consumer, shall have the right to withdraw from the contract in accordance with Section 9. with the following exceptions:

a) Notwithstanding Section 9.8, the UK Customer shall bear all direct or indirect costs of returning the goods, including any customs duties or taxes.

b) The UK Customer shall return the goods to the Seller immediately after submitting a notice of withdrawal. The return must be accompanied by a copy of the invoice and the original proof of export to the UK (e.g. customs declaration) in a self-adhesive transparent envelope.

c) The UK Customer must write "RETURN" legibly and in a sufficient size on the return package and indicate the invoice number.

d) The UK Customer shall stamp the package sufficiently or pay for the shipment in full at the latest when the package is handed over to the carrier. In the course of delivery to the Seller, the Seller shall not incur any costs.

e) In deviation from Section 9.9 the UK-Customer shall be liable for all losses in value and damages caused to the goods by his/her use of the goods.

f) In deviation from Section 9.5 the Seller is obliged to refund to the UK-Customer within 14 days after complete receipt of the returned goods the purchase price paid by the UK-Costumer to the Seller taking into account a deduction for losses in value and damages. The Seller shall also refund to the UK Customer within the same period the delivery costs – with the exception of the additional costs resulting from the fact that the UK Customer has chosen a type of delivery other than the standard delivery offered by the Seller. For these refunds, the Seller shall use the same means of payment that the Consumer used in the original transaction. The refund of taxes paid by the UK Customer to the relevant tax authorities is the responsibility of the UK Customer at its own expense and risk.

14. INFORMATION ON ONLINE DISPUTE RESOLUTION

14.1. The EU provides an internet platform for online dispute resolution (OS platform). The purpose of this platform is to settle disputes between consumers and online merchants in connection with online sales contracts or service contracts as quickly and effectively as possible.

14.2. In accordance with Art 14 of Regulation (EU) No 524/2013 on Online Dispute Resolution in Consumer Matters (so-called ODR Regulation), it is pointed out that this ODR platform can be accessed under the link http://ec.europa.eu/odr. The email address of the Seller is contact@studiosphaer.com.

14.3. However, the Seller is not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.

15. CHOICE OF LAW | AGREEMENT ON JURISDICTION

15.1. If the Customer is an Entrepreneur and nothing else has been agreed upon, Vienna (Austria) shall be the place of performance or fulfillment for all obligations arising from the contractual relationship.

15.2. Austrian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. In the case of Consumers, this choice of law shall apply only to the extent that the Consumer is not thereby deprived of the protection afforded to it by the mandatory legal provisions of the country in which the Consumer has his/her habitual residence.

15.3. For all disputes between the Seller and a Customer, who is an Entrepreneur, it is agreed that the court having subject-matter jurisdiction for 1190 (i.e. 19th district of) Vienna shall have jurisdiction.

16. SEVERABILITY CLAUSE

The invalidity or inadmissibility of individual provisions contained in these GTC or in the contract, does not lead to a complete invalidity or inadmissibility of the GTC or the contract. Rather, the respective provision shall automatically be deemed to be replaced by a provision that comes as close as possible to the purpose of the invalid provision, insofar as this is effective and permissible.

Version: 29 September 2023