1. General terms and conditions of sale of the company Sanube Nutzfahrzeugbedarf (Diersbach)
a. These Terms and Conditions of Sale and Delivery (T&C) form an integral part of all our offers, sales and deliveries. Deviations from these terms and conditions shall only be effective in individual cases if they have been confirmed by us in writing. We shall only be bound by the customer’s terms and conditions of purchase if we have acknowledged their validity in writing.
b. If a separate agreement has been concluded with the Purchaser, the provisions stated therein shall apply primarily. Subsidiarily, the VLB are to be applied insofar as reference is made to them or it is a matter which is only regulated in the VLB.
2. order acceptance/right of withdrawal of the seller
a. If a customer’s order is received by Sanube GmbH, the customer is bound to this order for 4 weeks from receipt. If an order confirmation is issued, the order shall be deemed to be legally effective and binding on both parties upon receipt of the AB. The Purchaser shall immediately check the AB for correctness – any deviations from the order shall be notified in writing within 2 days at the latest; otherwise the delivery/service contained in the AB shall be irrefutably deemed approved by the business partner.
b. If, after acceptance of the order, it transpires that the financial circumstances of the customer are so bad that our claims are at risk or if circumstances become known which permanently reduce the creditworthiness of the customer, we shall be entitled to refuse our own performance until the counter-performance has been effected or until the same has been secured. We may also prohibit the resale of the goods delivered under retention of title and demand their return. Furthermore, we reserve the right to unilaterally withdraw from the contract and claim damages in such cases.
c. A minimum quantity surcharge of € 10.00 shall be levied on all orders whose order value is less than € 50.00.
d. Measurements and weights are subject to deviations customary in the trade. The weights are calculated on the basis of the values given in the catalogs. These are considered known.
e. The following standards apply to aluminum profiles:
-) EN 755-1 – Technical delivery conditions
-) EN 755-8 – Tubes extruded with chamber die, tolerances on dimensions and shape
-) EN 755-9 – Profiles, limiting dimensions and shape tolerances
f. For drop sides manufactured according to customer specifications as well as the aluminum kits, DIN ISO 2768-1 version c applies.
a. Our services are charged on the basis of the current price list, excluding the agreed conditions. Provided that the order is accepted, the price list valid at the time of receipt of the valid order shall be applied. The order is suitable if it is made in a form that is commercially and technically clarified for Sanube.
b. Unless otherwise agreed, our prices are exclusive of VAT, assembly, insurance, cartage, shipping, packaging and other ancillary costs ex our distribution warehouse.
4. Orderer details/plans
a. In all cases, the Purchaser shall be solely responsible for the correctness and suitability of its order details (e.g. details of pieces, dimensions, quantities; stated order numbers; color, shape and other specification details, etc.); likewise for the technically flawless solution for plans and drawings provided by the Purchaser.
b. If the purchaser requires us to produce plans, extensive sketches, etc. when submitting the offer, we reserve the right to charge separately for the time and effort involved.
c. Copyrights and other industrial property rights shall not be transferred or granted for use by us in connection with offers, sales or deliveries.
5. Terms of payment
a. Unless otherwise agreed, our deliveries and services are due for payment within 10 days with a 2% discount, otherwise within 30 days net from the date of invoice. In the event of delay of payment, we shall be entitled to charge interest on arrears at the bank rate of 12% p.a. in any case. Additional costs such as dunning, collection or lawyer’s fees and also judicial collection costs will also be invoiced. In the event of delay, the Client already now acknowledges its obligation to pay in this respect on the merits and in the amount, namely to the extent that these costs are calculated on the basis of the autonomous Fee Guideline for Lawyers (AHR 1976) and now in the current version.
b. If, in the context of a default of payment, the arrears of a customer from our duly provided deliveries/services exceed the amount of € 10.000,- exclusive VAT (in words: Euro ten thousand), Sanube is additionally entitled to demand the immediate settlement of all other existing claims. In addition, Sanube may refuse performance of all purchase contracts, contracts for work and services not yet executed until the arrears have been paid in full; and Sanube GmbH may exercise its unilateral right to withdraw from all contracts not yet performed with immediate effect.
c. The Purchaser shall not be entitled to set off its own claims against Sanube’s claims for payment of outstanding claims from individual purchase, work and delivery contracts or to withhold or reduce services owed for any reason whatsoever. This waiver of set-off does not apply with respect to those counterclaims which have been acknowledged by Sanube in writing or which have been judicially determined vis-à-vis Sanube.
d. Bills of exchange shall only be accepted as means of payment upon prior agreement.
e. Sanube is entitled to offset payments against the Purchaser’s oldest debts first, despite any provisions of the Purchaser to the contrary: Sanube will inform the Purchaser of the type of offset made. If costs and interest have already been incurred, Sanube is authorized to credit the payment first to the costs, then to the interest and finally to the main services.
f. If Sanube becomes aware of circumstances that call into question the creditworthiness of the Purchaser, in particular if the Purchaser fails to honor a check or if the Purchaser suspends payments or if other circumstances come to light that call into question the creditworthiness of the Purchaser, Sanube is authorized to call due the entire remaining debt. In this case, advance payments or the provision of a security deposit may also be required.
g. The purchaser is only entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
6. Retention of title
a. All goods are delivered under reservation of title. They shall remain our property until full payment of all our existing claims arising from our business relationship with the customer. In the case of a current account, the reserved property shall be deemed security for our balance claim. Even through the installation, the conditional buyer (customer) does not acquire ownership of the delivered item and all removable parts remain as an independent component in the retention of title of the conditional seller, unless there is an inseparable material connection. The execution of the surrender and the securing shall not be considered as a withdrawal from the contract and shall not cancel the obligations of the customer, in particular the payment of the purchase price.
b. The conditional buyer (customer) is entitled to process and sell the goods. In this case, in the event of a cash sale, the resale price shall not become the property of the reselling conditional buyer up to the amount of the outstanding purchase price. Rather, the latter shall keep the resale proceeds separately and immediately transfer them to us in the amount of the outstanding purchase price. In the event of a credit purchase, the customer hereby assigns to us by way of security the claim against its purchaser (second purchaser) to which it is entitled from the resale. The customer is authorized to collect the assigned claim as long as he meets his payment obligation to us in accordance with the contract. Upon request, the customer shall immediately disclose the name and address of the buyer as well as the amount of his claim and hand over all documents for the enforcement of our claims. Furthermore, the customer is obliged to inform us immediately of any seizure or attachment of the goods by third parties. The customer is obliged to bear the costs of measures to eliminate access by third parties to goods delivered under reservation of title, in particular the costs of intervention proceedings, insofar as they cannot be recovered from the other party.
c. In case of assertion of our retention of title, the conditional buyer (customer) already now authorizes us to withdraw the possession of our goods without judicial assistance. Likewise, we shall be entitled either to sell the object of purchase at best and to credit the proceeds obtained to the customer’s outstanding obligations, or to take back the object of purchase at the invoice price and to charge the customer a rent for the time of its possession for the products delivered at the usual rental price; subject to the assertion of further claims for compensation.
a. The delivery dates announced by us are subject to change. The mere indication or agreement of delivery times does not constitute a firm deal. The delivery period, which is always to be regarded as approximate, begins at the earliest with the order confirmation, but never before clarification of the technical details.
b. Sanube GmbH is not responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible, including in particular strikes, lockouts, official orders, etc., even if they occur at suppliers or their subcontractors, even if binding deadlines and dates have been agreed. In addition, they entitle Sanube to postpone the delivery or service for the duration of the impediment plus a period of grace to be postponed for a reasonable start-up period. If the impediment lasts longer than three months, Sanube may withdraw from the contract in whole or in part due to the part not yet fulfilled.
c. If the delivery dates specified by us are exceeded by 14 days for other reasons, the customer is entitled to withdraw from the contract by written declaration after granting a further grace period of 14 days. All other claims, in particular claims for damages of any kind, are excluded. If specified delivery periods for an overall order are only exceeded with regard to one part, the above agreement shall apply with the proviso that rescission is only permissible with regard to the partial delivery that has not been made within the grace period. Operational disruptions and events of force majeure shall entitle us, to the exclusion of claims for damages, to extend the deadlines or to cancel the delivery obligation.
d. As a matter of principle, we shall be entitled to make partial or advance deliveries and to issue partial invoices for them.
e. If the order is cancelled in writing by the customer before delivery of the goods, we are entitled to demand a cancellation fee of 30% of the list price or the higher damage actually suffered, plus the lost profit, without concrete proof of damage. The execution of the cancelled legal transaction, on the other hand, shall be omitted.
f. As of delivery of the goods, order cancellation is only permissible with Sanube’s consent. Also in this case the customer has to pay at least 30 % of the list price of the cancellation fee (see handling of returned goods).
g. Unless otherwise expressly agreed, transport shall be for the account and at the risk of the Purchaser, even in the case of partial deliveries. Insurance of the goods is only carried out on the account and explicit order of the customer.
8 Warranty, liability
a. Technical data, analysis data, illustrations, drawings, dimensions, weights or other performance data in brochures, advertising literature or comparable documents serve only as a general description of the goods. They are not statements of condition or warranties, unless they are expressly designated as such. They shall only be considered binding if this is expressly agreed in writing.
b. Characteristics or features are agreed if they are expressly designated as agreed characteristics or features on the order form or the order confirmation. The sales staff is not authorized to make verbal side agreements or give verbal guarantees that go beyond the content of the written contract.
c. In case of delivery of defective goods, Sanube is free to fulfill its warranty obligation by rectification of defects, exchange of proper goods for defective goods, replacement of the reduced value or by rescission. The exercise of warranty obligations at other than the contractually determined places of performance entitles Sanube to demand compensation from the Purchaser for the additional working time performed in this respect as well as for the additional travel expenses incurred.
d. In general, we accept justified warranty claims of our contractual partner on all parts of our scope of delivery in accordance with the following rules, which are submitted to us in writing within two years from the delivery of our product to our contractual partner, but no longer than within one year after the first registration of the vehicle. Claims submitted to us after this period are excluded. The prerequisite for the claim is that the installation has been carried out properly or in accordance with the installation instructions of Sanube by a specialist company.
e. Any kind of mechanical destruction excludes a claim against us. Claims related to defects of wear parts or their repair costs or attributable to such defects, as well as claims related to defects attributable to material defects or material fatigue or to the fact that our product or individual parts thereof are subjected to unusual physical, chemical, mechanical or other effects or to such effects as are designated in the material data sheets or product information (e.g.. e.g. acids, alkalis, temperatures outside the range of minus 30 C to plus 65° C, leaking transport goods, chemical cleaning agents or their consequences, UV radiation outside the UV guideline ISO 4892T2), are excluded.
f. Furthermore, no claims can be made if our components are assembled with third-party parts, if testing is carried out by third parties or if third parties interfere with our system.
g. The decision whether a replacement or an improvement (= repair) is carried out is incumbent on Sanube. Any repair work must be carried out in workshops authorized by us, otherwise all warranty claims and other claims will be void. The labor costs incurred in the event of a decision to repair shall be reimbursed to the extent absolutely necessary, but no more than the usual extent.
h. Claims exceeding the claims mentioned in these warranty conditions, in particular claims for damages, e.g. due to downtime costs, lost profit, consequential damages or financial losses of any kind will not be compensated under any circumstances. Claims for recourse according to § 933b ABGB are excluded.
i. The Buyer shall notify us in writing of any obvious defects within 24 hours, and of any other defects immediately upon discovery, but no later than one week after receipt of the item, in writing and with an electronic photo. Defects that cannot be discovered within this period even after careful inspection must be reported to Sanube in writing immediately after they become known. If defects only become apparent during processing, complaints can only be taken into account if processing of the defective items is stopped immediately and Sanbe is given the opportunity to inspect them at its request.
9. Product liability
a. The purchaser undertakes to observe all our warnings, instructions for use and other product declarations, etc. and to make these known to the end user in a complete and up-to-date version. The notification shall be made as far as possible in writing, using our relevant illustrative material (product description, etc.).
b. Should the Purchaser be held liable within the scope of the Product Liability Act, it hereby expressly waives its right of recourse against us pursuant to § 12 of the Product Liability Act. Otherwise, the customer undertakes to indemnify and hold us harmless and to reimburse all costs incurred by us in connection with strict liability.
10. Severability clause
Should any of the above provisions subsequently prove to be invalid, this shall not affect the validity of all other provisions or agreements. In this case, the contracting parties shall endeavor to agree on a provision in its place which most closely corresponds to the purpose of the contract.
Unless expressly agreed otherwise in writing, information submitted to Sanube in connection with orders shall not be deemed confidential.
12. Place of performance and jurisdiction
a. Diersbach shall be the place of performance for all deliveries and payments, even if the handover takes place at another location as agreed.
b. For all legal disputes arising between us and the customers, the Regional Court of Ried/Innkreis is agreed as the place of jurisdiction without exception.
c. In all business relations with the company Sanube GmbH, Austrian law is deemed to be agreed upon
d. The applicability of the Vienna Sales Convention 1980 is expressly excluded.
These Terms and Conditions shall also apply to consumer transactions, unless mandatory statutory provisions provide otherwise.