Conditions
General Terms and Conditions (GTC)
of Skanbo GmbH in A-4600 Wels and Skanbo Schweiz GmbH in CH – 8853 Lachen,
hereinafter referred to as Skanbo.
1. General information
1.1 These General Terms and Conditions of Sale and Delivery (GTC) of Skanbo apply to all purchase and rental agreements and other legal transactions with customers and suppliers of Skanbo, even if they are not specifically mentioned in verbal or telephone negotiations. By placing an order and accepting it, the client and contractor confirm that they have taken note of the GTC. Deviations from Skanbo’s GTC shall only apply if they have been accepted by Skanbo in writing.
1.2 All terms and conditions and notices on order forms, orders, order confirmations, etc. from customers or suppliers of Skanbo are expressly rejected.
1.3 A contract binding on Skanbo shall only come into effect upon conclusion of a written contract (letter, email, or fax). Upon request, Skanbo shall prepare a written offer. If the customer accepts the offer in writing within a reasonable period of time and the order is clear (Section 1.4), the order shall be deemed to have been accepted. Any verbal deviation from the written form is excluded and invalid. The same applies to orders placed with suppliers.
1.4 Clarity of the order requires that a written order/purchase order is available, that these General Terms and Conditions are accepted by the customer and supplier, that the content and scope of the order, in particular with regard to design, color definitions, shaping, graphics, printing process, and delivery date, are mutually agreed upon, and that the customer has made any agreed-upon down payment.
1. 5 Insofar as the provisions of the Consumer Protection Act (Federal Law Gazette No. 140/1979, as amended) or the Distance and Off-Premises Sales Act (Federal Law Gazette No. 33/2014, as amended) require agreements that deviate from these General Terms and Conditions, for example for contracts concluded in distance selling, the statutory provisions shall apply.
2. Conclusion of contract and prices
2.1 Offers made by Skanbo to customers are non-binding and subject to change with regard to quantity, quality, prices, delivery times, and availability, unless they have been expressly agreed in writing as fixed or binding.
2.2 Prices are quoted ex works/warehouse Skanbo, in the specified currency, excluding sales tax and other taxes and duties for self-collection or carriage forward delivery.
2.3 Incoming payments shall be credited against the oldest claim first, initially against costs, then against interest and compound interest, and finally against capital. Offsetting against claims by Skanbo with counterclaims of any kind whatsoever is excluded. The customer is not entitled to assign claims against Skanbo to third parties.
3. Payment
3.1 The place of payment is the respective Skanbo company headquarters.
3.2 The payment terms agreed in the contract shall apply.
3.3 In the event of default of payment by the customer (even if through no fault of their own), Skanbo shall be entitled to charge default interest at a rate of 6% above the base rate of the Austrian and Swiss National Banks per annum. From the first reminder onwards, Skanbo will charge EUR 25.00 or CHF 25.00 in reminder fees, and in the event of continued default, also the costs of a collection agency or attorney’s fees. In addition, Skanbo may assign its claims against a customer arising from a contractual relationship to a factor bank at any time without expressly informing the customer.
3.4 The customer and supplier are obliged to provide their VAT number when placing an order with Skanbo.
4. Delivery in sales transactions
4.1 Shipping is carried out at the customer’s risk and expense. Any transport damage, loss, or other damage must be claimed by the recipient from the carrier.
4.2 If a customer refuses to accept the goods, he shall bear all transport and storage costs without prejudice to his payment obligation.
4.3 In principle, the agreed delivery period applies. In cases where no specific delivery period has been expressly agreed, the delivery period shall be 12 weeks from the date on which Skanbo has received all information required to start production and has confirmed this in writing (“order clarity”). Shorter delivery periods may also be agreed on an individual basis. In such cases, express surcharges of up to 40% may apply. The exact amount of the express surcharge will always be stated in the order confirmation. In isolated cases, delivery times may be longer due to problems with the delivery of raw materials to us. In such cases, Skanbo will immediately notify the customer of the delay. However, the customer shall not be entitled to any further claims against Skanbo as a result of such a delay.
5. Scope of services
5.1 Skanbo provides its customers with the following services in particular:
– Production, trade, sale, and rental of advertising products, in particular inflatable advertising media, display event trailers, bar tables, and trade fair systems.
– Support for advertising and marketing events.
– Event and product logistics.
5.2 The design, content, and scope of the advertising are generally the responsibility of the customer, who is also responsible for ensuring that the advertising does not violate any legal or official regulations or infringe on the rights of third parties. Skanbo does not guarantee or accept any liability for the success of the advertising.
5.3 For orders for the production of advertising media, a tolerance of +/- 5% is deemed to have been agreed, in particular with regard to color, shape, size, and weight. Skanbo is also entitled to make changes to the design, color, shape, graphics, printing process, and features of the advertising media, insofar as this is necessary for technical or economic reasons and does not impair the intended use by the customer, without informing the customer. Such changes do not constitute a breach of contract.
5.4 At the express request of the customer and for an additional charge, the textile fabric of the inflatable products can be manufactured in accordance with DIN 4102 and in building material class B1.
6. Retention of title
6.1 The goods remain the property of Skanbo until all claims have been fulfilled. In the case of current accounts, the retention of title serves as security for Skanbo’s balance claim.
6.2 The customer is not entitled to resell the goods subject to Skanbo’s retention of title, to transfer ownership of them as security, or to pledge them. If third parties enforce execution or otherwise seize goods subject to Skanbo’s retention of title, the customer must notify Skanbo immediately and reimburse Skanbo for any costs incurred in enforcing its claims.
7. Warranty
7.1 Skanbo warrants that goods in their original packaging and in factory-new condition have the stipulated and customary properties; liability for special properties shall only be assumed if this has been agreed in writing. Promises made in sales catalogs, brochures, advertising materials, and on Skanbo websites are non-binding. The customer must always prove that the defect was present at the time of delivery.
7.2 The warranty period is 6 months from acceptance of the service. The right of recourse pursuant to § 933b ABGB (Austrian Civil Code) is excluded.
7.3 The customer is obliged to inspect the goods immediately upon receipt and to notify Skanbo in writing of any defects found, stating the nature and extent of the defect. Hidden defects must be reported in writing immediately after their discovery. The written notification must be received by Skanbo within 10 days of receipt or discovery, otherwise the claim will be forfeited. If the notice of defects is not submitted properly and in a timely manner, the goods shall be deemed to have been approved. In such cases, the assertion of warranty and damage claims, as well as the right to contest the contract due to defects, are excluded.
7.4 The warranty shall be void if the goods have been improperly stored or handled.
7.5 Skanbo shall be free to repair or have repaired the defective goods, to replace them, to add what is missing, to reduce the price by issuing a credit note, or to take back the goods in return for a refund of the invoice amount paid and to withdraw from the contract.
7.6 After notification of a complaint about goods, Skanbo will arrange for the goods to be collected. Complained goods may only be returned with the express written consent of Skanbo. Skanbo will not bear any costs for express return and/or forward transport for complained goods.
7.7 Skanbo guarantees the installation and maintenance of outdoor advertising media up to a maximum wind speed of 30 km/h. If the implementation of an advertising measure/event support carried out by Skanbo employees is or becomes impossible due to unfavorable weather conditions or force majeure, the customer must still pay Skanbo’s invoice.
7.9. Skanbo products must not be used in high winds or poor weather conditions (strong winds, heavy rain, etc.). Inflatables must be dismantled when wind speeds reach 30 km/h or more. Skanbo products must not be set up/used near dangerous installations (e.g., high-voltage power lines).
7.10. The customer is always responsible for the use of the products supplied by Skanbo. The structure must always be adapted to the environment and weather conditions.
8. Compensation for damages
8.1 Apart from personal injury, Skanbo shall only be liable if the injured party can prove intent. The injured party must prove gross negligence. Skanbo shall only be liable for lost profits, in particular due to delayed or non-delivery, in cases of gross negligence and intent, which the customer must prove.
8.2 Skanbo shall not be liable for environmental restrictions (e.g. due to weather conditions, weather influences, etc.), for restrictions, disruptions, or interruptions in the use or operation of advertising objects that are only temporary in nature or the result of force majeure, as well as for injuries and accidents caused by improper storage and handling or installation of Skanbo goods. The customer declares that they are aware of the particular dangers of balloon gas and balloon gas pressure containers.
8.3 If rental products (event trailers, bouncy castles, etc.) cannot be made available to the lessee for reasons beyond the lessor’s control (e.g., force majeure, damage caused by the previous lessee, etc.) as well as in cases of slight negligence on the part of the lessor, the lessee waives the right to compensation for the frustrated costs incurred as a result and the associated expenses, and the lessee waives the right to assert any claims for damages (e.g., losses vis-à-vis third parties, damage to image, etc.).
8.4 The customer is always responsible for the use of the products delivered by Skanbo.
Apart from personal injury, SKANBO shall only be liable if the injured party can prove intent.
9. Product liability
In the event of third-party claims against the customer based on the Product Liability Act, the customer is obliged to notify Skanbo immediately and to provide all information relating to the claim asserted. In the event that the customer fails to fulfill its obligation to its customer to name Skanbo as the upstream supplier within the period specified in the Product Liability Act and is therefore held liable, the customer shall have no right of recourse against Skanbo.
9.1 The customer undertakes to operate the delivered products in accordance with the applicable safety regulations, in particular VDE guidelines, CE marking, and the supplied installation and safety instructions.
10. Copyrights and other intellectual property rights of Skanbo
10.1 Skanbo and the owners of Skanbo-related content reserve all rights to their deliveries and/or services, in particular to the drafts, offers, projects, drawings, presentation documents, layout presentations, images, photos, graphics created by them, as well as to the finished goods themselves. This also applies to parts of deliveries and services and all content on the website www.Skanbo.com. (Texts, images, graphics, sound, animation, and video files, as well as all other content and data made available by Skanbo on its websites, hereinafter referred to as “website content”). Deliveries, services, and website content, as well as parts thereof, may not be used in any way that exceeds the purpose of the contract. In particular, they may not be reproduced or made available to third parties.
10.2 By creating presentations, layouts, and/or concepts, Skanbo does not grant the customer and supplier any rights of use or licenses to use the work, even if a fee has been paid for this. The presentation document may not be passed on to third parties, published, reproduced, copied, or otherwise exploited, either in whole or in part, without the prior consent of Skanbo. If the ideas and solutions presented and developed by Skanbo are not used by the customer, Skanbo is entitled to use them elsewhere. The presentation document, layout presentation, and other documents must be returned to Skanbo upon request after the presentation has ended.
10.3 Both the customer and the supplier acknowledge that Skanbo’s advertising media are protected nationally and internationally by Skanbo’s intellectual property rights. The customer and supplier recognize Skanbo’s national and international property rights, in particular patents and utility models or the property rights or applications in other countries corresponding to the objects protected by these property rights.
10.4 The customer and supplier acknowledge Skanbo’s national, international, and Community trademark rights.
10.5 The customer and supplier irrevocably undertake to
– not to infringe copyrights;
– not to attack property rights either directly or indirectly, either yourself or through third parties;
– not to register or have third parties register or assert any property rights worldwide, in particular trademarks, utility models, or patents, which infringe Skanbo’s property rights or are wholly or partially identical to them or confusingly similar or equivalent to them; and
– not to copy or imitate Skanbo’s products or have third parties copy or imitate them.
10.6 The customer and supplier are obligated to indemnify and hold Skanbo harmless against all claims asserted against Skanbo by third parties due to infringements of copyrights and/or ancillary copyrights, trademark rights, design rights, patent rights, utility model rights, or other industrial property rights.
10.7 If, in Skanbo’s opinion, a customer order infringes the copyrights, other intellectual property rights, or industrial property rights of third parties, Skanbo shall notify the customer thereof. If the customer insists on the order being carried out, Skanbo shall not be liable for any adverse legal consequences. In this case, the customer also undertakes to indemnify and hold Skanbo harmless in accordance with Section 10.8 for any claims by third parties. If, in the opinion of the supplier or contractor, an order to a supplier infringes the copyrights, other intellectual property rights, or industrial property rights of third parties, the supplier must notify Skanbo accordingly. In this case, the supplier also undertakes to indemnify and hold Skanbo harmless for any claims by third parties in accordance with Section 10.8.
10.8 For each case of violation of one of the obligations under sections 10.1 to 10.7, the customer or the supplier irrevocably undertakes to pay Skanbo a contractual penalty of EUR 30,000 (in words: thirty thousand euros), whereby claims exceeding this amount, in particular claims for damages or claims for accounting, appropriate remuneration, and injunctive relief by Skanbo, remain unaffected.
10.9 In the event of repeated violations or intentional imitation, the contractual penalty shall increase to EUR 50,000.
11. Name or brand imprint, references
11.1 Skanbo is entitled to affix a manufacturer’s label and/or company name and/or the trademarks of Skanbo or Skanbo’s business partners to the deliveries/services to be performed, even without the customer’s separate approval. The customer is obliged to leave these marks on the advertising medium, not to remove them, and, if necessary, to enable Skanbo to renew them. The supplier is not entitled to affix company names and/or brand names.
11.2 Skanbo may use the customer’s name and the project carried out for the customer as a reference and may also present the deliveries/services provided for the customer to anyone, unless expressly agreed otherwise. This includes, among other things, illustrations of the project in newsletters, on the website, in catalogs, sales documents, etc.
The customer therefore automatically transfers all rights to images provided to Skanbo to Skanbo.
12. Contract term and termination, amendment of the General Terms and Conditions
12.1 Contracts with Skanbo for recurring services, in particular support contracts, are concluded for an indefinite period, unless otherwise agreed in writing, and can be terminated with six months’ notice to the end of the month.
12.2 Rental agreements commence at the time agreed in writing in the rental agreement, at the latest upon collection, and end upon proper return of the rental products. The customer must return the rental products to Skanbo free of charge and undamaged. For the duration of the rental period, the customer shall bear the risk for the rental products and shall indemnify and hold Skanbo harmless for all damages incurred by the customer or third parties as a result of improper use of the rental products. Apart from personal injury, Skanbo shall only be liable if the injured party can prove intent. The injured party must prove the existence of gross negligence.
12.3 Skanbo is entitled, without prejudice to further legal remedies, to withdraw from the contract with immediate effect and demand full payment in the following cases:
– if it transpires that the delivery and/or service to be provided by Skanbo violates legal and/or official regulations and/or orders;
– if the customer is more than 14 days in arrears with a payment and has been unsuccessfully reminded by Skanbo after a grace period has been set;
– if insolvency proceedings are opened against the customer’s assets or the application to open such proceedings is rejected due to a lack of assets to cover the costs, or if the conditions for opening such proceedings or rejecting such an application are met;
– if the customer violates the obligations under point 10, and
– if the customer violates any other essential provision of the contract or these General Terms and Conditions.
12.4 Skanbo reserves the right to amend these GTC at any time. Skanbo will notify the customer and supplier of the amended GTC in an appropriate form (on the homepage www.skanbo.com). If the customer does not object to the amended GTC within 10 days, the new GTC shall be deemed to have been approved.
13. Miscellaneous
13.1 The place of performance is the respective registered office of Skanbo GmbH A- 4600 Wels and Skanbo Schweiz GmbH CH – 8853 Lachen.
13.2 Unless mandatory statutory provisions dictate otherwise, it is agreed that Skanbo GmbH, based in Wels, shall be subject exclusively to the competent court in Wels, and Skanbo Schweiz GmbH, based in Lachen, shall be subject exclusively to the competent court in Lachen.
13.3 All contractual relationships between customers, suppliers, and Skanbo shall be governed exclusively by Austrian law for Skanbo GmbH, based in Wels, and by Swiss law for Skanbo Schweiz GmbH, based in Lachen, excluding the UN Convention on Contracts for the International Sale of Goods and any IPR references or cross-references.
13.4. Should individual clauses be or become invalid for formal or material reasons, this shall not affect the validity of the remaining provisions. The customer acknowledges that in such a case, the invalid provision/clause shall be replaced by another provision that is equivalent in terms of its intended economic effect.
14. Transfer of rights and obligations
The customer and supplier undertake to involve everyone in all obligations assumed by them, to whom they permit the storage or use of the goods or services of Skanbo, for whatever legal reason, and to transfer the obligations assumed by them to any respective legal successor.
15. Data protection
15.1 Skanbo processes the customer’s personal data exclusively within the framework of the statutory provisions (in particular the GDPR and the Swiss Data Protection Act). Further information on data processing can be found in the privacy policy at www.skanbo.com.
16. Force majeure
16.1 Events of force majeure (e.g., natural disasters, pandemics, war, strikes, official orders) that prevent Skanbo or its suppliers from fulfilling the contract shall release them from their contractual obligations for the duration of the hindrance and to the extent of its effect. Claims for damages are excluded in such cases.
