Skanbo GmbH conditions
General Terms and Conditions (GTC)
of Skanbo GmbH in A-4600 Wels and Skanbo Schweiz GmbH in CH – 8853 Lachen
subsequently referred to only as Skanbo.
1. general
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 oral or telephone negotiations. By placing and accepting the order, the client and customer confirm in any case that they have read and understood the GTC. Deviations from the GTC of Skanbo are only valid if they have been accepted by Skanbo in writing.
1.2 All terms and conditions and references on order forms, orders, order confirmations etc. of customers or suppliers of Skanbo are expressly contradicted.
1.3 A contract binding for Skanbo is only concluded by written (letter, e-mail or fax) conclusion of the contract. Upon a request, Skanbo will provide a written quote. If the customer accepts the offer in writing within a reasonable period of time and if the order is clear (point 1.4), the order is concluded. An oral deviation from the written form is excluded and invalid. The same also applies when placing orders with suppliers.
1.4 Order clarity presupposes that there is a written order/purchase order, that these GTC 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 and that the customer has made any down payment as agreed.
1.5 Insofar as the provisions of the Consumer Protection Act (Federal Law Gazette No. 140/1979, as amended) or the Distance and Foreign Transactions Act (Federal Law Gazette No. 33/2014, as amended) require mandatory agreements deviating from these GTC, 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 period and delivery possibility, unless they have been expressly agreed in writing to be firm or binding.
2.2 Prices are ex works/warehouse Skanbo, in the currency indicated, excl. 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 in each case, first against costs, then against interest and compound interest and finally against capital. A set-off against claims of Skanbo with counterclaims of whatever kind is excluded. The customer is not entitled to assign claims against Skanbo to third parties.
3. payment
3.1 Place of payment is the respective Skanbo registered office.
3.2 The terms of payment agreed in the respective contractual transaction shall apply.
3.3 In case of default of payment by the customer (also through no fault of the customer) Skanbo is entitled to charge default interest in the amount of 6% above the prime rate of the Austrian and Swiss National Bank per annum. From the first reminder Skanbo will charge EUR 25.00 or CHF 25.00 in reminder fees, in case of continued delay also the costs of a collection agency or lawyer’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 thereof.
3.4 The customer and supplier is obliged to provide Skanbo with his VAT number with the order.
4. delivery for sales transactions
4.1 Shipment shall be carriage forward at the risk and expense of the customer. Any damage in transit, loss incurred 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 costs of transport and storage, without prejudice to his payment obligation.
4.3 In principle, the agreed delivery period shall apply. In cases where no specific delivery period has been expressly agreed, the delivery period shall be 12 weeks from the time Skanbo has received all information for the start of production and has confirmed this in writing (“order clarity”). Shorter delivery times can also be agreed individually. In these cases, express surcharges of up to 40% may apply additionally. The exact amount of the express surcharge is always announced with the order confirmation. In isolated cases, longer delivery times may occur due to problems with the delivery of raw material to us. In such cases Skanbo will immediately notify the customer of the delay. However, the customer does not arise from such a delay any further claims against Skanbo.
5. Scope of services
5.1 Skanbo shall provide the following services to its customers in particular:
– Production, trade, sale and rental of advertising products, especially inflatable advertising media, display event trailers, bar tables, exhibition system.
– Supervision of 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 statutory or official regulations or infringe the rights of third parties. Skanbo does not guarantee or assume liability for the occurrence of a specific advertising success.
5.3 In the case of orders for the production of advertising media, a tolerance of +/- 5%, in particular with regard to color, shape, size and weight, shall be deemed agreed. Skanbo is furthermore entitled to change the construction, color, design, graphics, printing process and equipment of the advertising media, as far as this is necessary for technical or economic reasons and does not affect the intended use of the customer, without informing the customer. Such amendments shall 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 ( Inflatables ) can be made according to DIN 4102 and in the building material class B1.
6. retention of title
6.1 The goods remain the property of Skanbo until all claims have been fulfilled. In case of a current account, the retention of title shall be considered as security for the balance claim of Skanbo.
6.2 The customer is not entitled to resell the goods subject to Skanbo’s retention of title, to assign them as security or to pledge them. If a third party executes or otherwise seizes goods that are the property of Skanbo, the customer must inform Skanbo immediately and reimburse Skanbo for any costs incurred in the enforcement of its claims.
7. warranty
7.1 Skanbo warrants for originally packed, brand-new goods that the goods have the conditioned and usual properties; for special properties Skanbo is only liable if this was promised in writing. Promises in sales catalogs, brochures and advertising materials and on websites of Skanbo are not binding. The customer must always prove that the defect was present at the time of handover.
7.2 The warranty period shall be 6 months from acceptance of the performance. The right of recourse according to § 933b ABGB is excluded.
7.3 The customer is obligated to inspect the goods immediately upon acceptance and to notify Skanbo in writing without delay of any defects discovered, stating the type and extent of the defect. Hidden defects must be reported in writing immediately after their discovery. The written notification must be received by Skanbo at the latest within 10 days after the takeover or after the discovery in case of other loss of claim. If the notice of defects is not raised properly and in due time, the goods shall be deemed approved. The assertion of warranty claims and claims for damages, as well as the right to challenge errors due to defects are excluded in these cases.
7.4 The warranty is excluded if the goods have been improperly stored or handled.
7.5 Skanbo is free to improve the defective goods or to have them improved, to replace them, to add what is missing, to reduce the price against granting a credit note, or to take back the goods against refund of the paid invoice amount and to withdraw from the contract.
7.6 After notification of the complaint about a good, Skanbo shall have the good collected. The return of a rejected product may only be made with the express written permission of Skanbo. Skanbo does not bear any costs for an express return and/or outward transport for rejected goods.
7.7 Skanbo guarantees the assembly and support of outdoor advertising media at most up to a wind speed of 30km/h. If the implementation of an advertising measure/event support, which is carried out by Skanbo employees, is or becomes impossible as a result of unfavorable weather conditions or force majeure, the customer must still pay Skanbo the invoice.
7.8. Always use the original accessories and follow the assembly instructions – available on /en/products/inflatables/
7.9. Skanbo products must not be used in increased wind and bad weather conditions ( strong wind, heavy rain etc.). An Inflatable must be dismantled at wind speeds of 30 km/h at the latest. Skanbo products must not be installed/used in the vicinity of hazardous installations (e.g. high-voltage power line).
7.10. The customer is always responsible for the use of the products supplied by Skanbo. The assembly must always be adapted to the environment and weather situation.
8. compensation
8.1 Apart from personal injury, Skanbo shall only be liable if intent is proven by the injured party. The injured party must prove the existence of gross negligence. Skanbo is liable for loss of profit, in particular due to delayed or non-delivery, only in the case of gross negligence and intent, the existence of which the customer must prove.
8.2 A liability of Skanbo for environmental restrictions (e.g. due to weather conditions, atmospheric influences, etc.), for restrictions, disturbances or interruptions of the use or operation of advertising objects, which are only of a temporary nature or a consequence of force majeure, as well as for injuries and accidents caused by improper storage and handling, installation of Skanbo’s goods, is excluded. The customer declares to be aware of the special dangers of balloon gas and of balloon gas pressure vessels.
8.3 If rental products (event trailers, bouncy castle, etc.) cannot be made available to the Lessee for reasons beyond the Lessor’s control (e.g. force majeure, damage to the previous Lessee, etc.) and in the event of slight negligence on the part of the Lessor, the Lessee waives compensation for the frustrated costs incurred by the Lessor as a result and the associated expenses, or the Lessee waives the right to assert any claims for damages (e.g. losses vis-à-vis third parties, damage to the 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 intent is proven by the injured party
9. product liability
In case of third party claims against the customer based on the Product Liability Act, the customer is obliged to notify Skanbo immediately and to hand over all information about the asserted claim. In the event that the customer does not comply with his obligation towards his customer to name Skanbo as a pre-supplier within the period provided by law in the Product Liability Act and is therefore held liable, the customer shall have no right of recourse against Skanbo.
10. copyrights and other protective rights of Skanbo and also of Manfred Nareyka
10.1 Skanbo or the holders of the rights related to Skanbo (e.g. of GF Manfred Nareyka) reserve all rights to their deliveries and/or services, in particular the designs, offers, projects, drawings, presentation documents, layout presentations, pictures, photos, graphics created by them as well as to the finished goods themselves. This also applies to parts of deliveries and services and all contents of 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 and services and contents of the website as well as parts thereof may not be used in a manner that goes beyond the purpose of the contract. In particular, they may not be reproduced or made available to third parties.
10.2 With the creation of presentations, layouts and / or concepts Skanbo does not grant the customer and supplier any rights to use works or authorizations to use works, even if a fee has been paid for this. The passing on of the presentation writing to third parties, the publication, duplication, reproduction or other utilization of the presented ideas and solutions is not permitted without prior consent of Skanbo, neither in parts nor in total. If the ideas and solutions presented and developed by Skanbo are not used by the customer, Skanbo is entitled to use them otherwise. The presentation script as well as the layout presentation and other documents are to be returned to Skanbo upon request after completion of the presentation.
10.3 The customer but also the supplier acknowledges that Skanbo’s advertising media are protected nationally and internationally by Skanbo’s intellectual property. The customer and supplier acknowledges the national and international industrial property rights of Skanbo or Manfred Nareyka, in particular patents and utility models or the industrial property rights or applications in other countries corresponding to the objects of protection of these industrial property rights.
10.4 The customer and supplier acknowledges the national, international and community trademark rights of Skanbo respectively of Manfred Nareyka.
10.5 The Customer and Supplier irrevocably undertake,
– not to infringe the copyrights;
– not to attack the property rights either directly or indirectly, itself or via third parties;
– not to register any industrial property rights, in particular trademarks, utility models or patents worldwide or to have them registered or asserted by third parties, which infringe the industrial property rights of Skanbo or Manfred Nareyka or which are wholly or partly identical with them or confusingly similar or equivalent to them and
– not to copy or imitate Skanbo’s products or have them copied or imitated by third parties.
10.6 The customer and supplier is obligated to indemnify and hold Skanbo harmless from and 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, an order of the customer infringes copyrights, other intellectual property rights or industrial property rights of third parties, Skanbo shall notify the customer thereof. If the customer insists on the execution of the order, Skanbo is not liable for any adverse legal consequences. The customer also undertakes in this case to indemnify and hold Skanbo harmless for all possible claims of third parties according to point 10.8. If an order to a supplier violates copyrights, other intellectual property rights or industrial property rights of third parties in the opinion of the supplier or the order taker, the supplier shall inform Skanbo thereof. The supplier also undertakes in this case to indemnify and hold Skanbo harmless for all possible claims of third parties according to item 10.8.
10.8 For each case of violation of one of the obligations according to clauses 10.1 to 10.7 the customer or also the supplier irrevocably undertakes to pay Skanbo a contractual penalty in the amount of EUR 30.000,– (in words: Euro thirty thousand) which is not subject to the judicial right of moderation and which is independent of fault and the occurrence of damage, whereby claims exceeding this amount, in particular claims for damages or claims for invoicing, appropriate remuneration as well as claims for injunctive relief of Skanbo remain unaffected.
11. name or brand imprint, references
11.1 Skanbo shall be entitled to affix a manufacturer’s certificate and/or company name and/or Skanbo’s trademarks or those of Skanbo’s business partners to the deliveries/services to be performed even without separate approval of the customer. The customer is obliged to leave these signs on the advertising medium, not to remove them and to enable Skanbo to renew them if necessary. The supplier is not entitled to attach company name and / or brand names.
11.2 Skanbo may use the name of the customer as well as the project realized for the customer as reference and also present the deliveries/services rendered for the customer to anyone, unless expressly agreed otherwise. This includes, but is not limited to, images of the project on newsletters, home page, catalogs, sales materials, etc….
The customer therefore also transfers all rights to images, which he makes available to Skanbo, automatically to Skanbo.
12. contract duration and termination, amendment of the GTCs
12.1 Contracts with Skanbo for recurring services, in particular care contracts, shall be concluded for an indefinite period of time, unless otherwise agreed in writing, and may be terminated with six months’ notice to the last day of the month.
12.2 Rental agreements shall commence at the time agreed in writing in the rental agreement, at the latest upon collection, and shall end upon proper return of the rental products. The customer has to return the rental products free of charge and undamaged to Skanbo. For the duration of the rental the customer bears the risk for the rental products and has to indemnify and hold Skanbo harmless for all damages caused to himself or third parties by improper use of the rental products. Except for personal injury, Skanbo is only liable if intent is proven by the injured party. The injured party must prove the existence of gross negligence.
12.3 Skanbo is entitled in the following cases, without prejudice to further legal remedies, to withdraw from the contract with immediate effect and to claim the full remuneration:
– if it turns out that the delivery and/or service to be provided by Skanbo violates legal and/or official regulations and/or orders;
– if the customer is in arrears with a payment by more than 14 days and has been reminded by Skanbo with a grace period without success;
– if insolvency proceedings are opened against the customer’s assets or the application for opening such proceedings is rejected for lack of assets to cover costs, or the conditions for opening such proceedings or the rejection of such an application exist;
– in case of breach by the customer of obligations under item 10, and
– if the customer violates any other material provision of the contract or these GTC.
12.4 Skanbo reserves the right to change these GTC at any time. Skanbo will bring the amended GTC to the attention of the customer and supplier in a suitable 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 approved.
13. miscellaneous
13.1 Place of performance is the respective registered office of Skanbo GmbH A- 4600 Wels and Skanbo Schweiz GmbH CH – 8853 Lachen.
13.2 Insofar as mandatory statutory provisions do not conflict therewith, for Skanbo GmbH with its registered office in Wels, exclusively the court for Wels shall apply, and for Skanbo Schweiz GmbH with its registered office in Lachen, exclusively the court for Lachen shall apply.
13.3 For all contractual relationships existing between customers, suppliers and Skanbo, Austrian law shall apply exclusively for Skanbo GmbH with its registered office in Wels and Swiss law shall apply exclusively for Skanbo Schweiz GmbH with its registered office in Lachen, excluding the UN Convention on Contracts for the International Sale of Goods as well as any references or referrals under IPR law.
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 case the provision/clause that has become ineffective shall be replaced by another provision that is equally effective in terms of the intended economic effect.
14. transfer of rights and obligations
The customer and supplier undertakes to include everyone in all obligations assumed by him to whom he allows the custody or use of the goods or services of Skanbo, for whatever legal reason, and to transfer the obligations assumed by him also to a respective legal successor.
