Due to the good news from Germany, there may be slightly longer delivery times!

Conditions

General Conditions of Sale

1. Validity

These terms and conditions apply between us (SANlight GmbH) and natural and legal persons (hereinafter referred to as the customer) for the present company-related legal transaction as well as for all future transactions, even if no express reference is made to them in individual cases, in particular in the case of future supplementary or follow-up orders.
The current version of our General Terms and Conditions, available on our homepage (www.sanlight.com/AGB) at the time of conclusion of the contract, shall apply in each case and shall also be sent to the customer.
We contract exclusively on the basis of our GTC.
Any terms and conditions of the customer or amendments or additions to our GTC require our express written consent in order to be valid.
The customer’s terms and conditions shall not be recognised even if we do not expressly object to them upon receipt.

2. Offers, conclusion of contract

Our offers are non-binding.
Promises, assurances and guarantees on our part or agreements deviating from these GTC in connection with the conclusion of the contract shall only become binding upon our written confirmation.
The customer must provide us with any information about our products and services contained in catalogues, price lists, brochures, advertisements on trade fair stands, circulars, advertising mailings or other media (information material) that is not attributable to us, insofar as the customer bases its decision to place an order on such information. In this case, we may comment on its accuracy. If the customer breaches this obligation, such information shall be non-binding unless it has been expressly declared in writing to be part of the contract.
Cost estimates are provided without guarantee and are subject to a charge.

3. Prices

Price quotations are not to be understood as a lump sum.
For services ordered by the customer which are not covered by the original order, the customer shall be entitled to reasonable remuneration in the absence of an agreement on remuneration for work.
Prices are quoted ex warehouse and subject to the applicable statutory VAT. Packaging, transport. Loading and shipping costs as well as customs duties and insurance shall be borne by the customer. We are only obliged to take back packaging if this has been expressly agreed.
The customer must arrange for the proper and environmentally friendly disposal of old material. If we are commissioned to do this separately, the customer shall additionally remunerate us to the extent agreed for this, in the absence of an agreement on remuneration.
We are entitled, as well as obliged at the customer’s request, to adjust the contractually agreed fees if changes of at least 2% have occurred with regard to (a) labour costs by law, regulation, collective agreement, works agreements or (b) other cost factors necessary for the provision of services such as procurement costs of the materials used due to recommendations of the Joint Commissions or changes in national or world market prices for raw materials, exchange rates, etc. since the conclusion of the contract.The adjustment shall be made to the extent that the actual production costs at the time of conclusion of the contract change compared to those at the time of actual performance, provided that we are not in default.
The remuneration for continuing obligations is agreed as value-adjusted in accordance with the CPI 2010 and the remuneration is adjusted accordingly. The starting point is the month in which the contract was concluded.
Costs for travelling, daily and overnight allowances are charged separately. Travelling time is considered working time.

4. Goods provided

If equipment or other materials are provided by the customer, we are entitled to charge the customer up to 20% of the value of the equipment or material provided as a manipulation surcharge.
Such devices and other materials provided by the customer are not covered by the warranty. The customer is responsible for the quality and operational readiness of the equipment provided.

5. Payment

Unless otherwise agreed, one third of the remuneration shall be due upon conclusion of the contract, one third upon commencement of the service and the remainder upon completion of the service.
The entitlement to a discount deduction requires an express written agreement.
Payment dedications made by the customer on transfer vouchers are not binding for us.
If the customer is in default of payment under other contractual relationships with us, we shall be entitled to suspend the fulfillment of our obligations under this contract until the customer has fulfilled them.
We shall then also be entitled to declare due all claims for services already rendered from the current business relationship with the customer.
if the payment deadline is exceeded, even if only with regard to a single partial service, any benefits granted (discounts, deductions, etc.) shall be forfeited and added to the invoice.
In the event of late payment, the customer undertakes to reimburse us for the costs necessary and appropriate for the recovery of the debt (reminder costs, collection fees, legal fees, etc.).
In accordance with § 456 UGB, we are entitled to charge 9.2% points above the base interest rate in the event of culpable default of payment.
We reserve the right to claim further damages for default.
The customer shall only be entitled to set-off to the extent that counterclaims have been established by a court or recognized by us.
For reminders necessary and appropriate for the collection of the debt, the customer undertakes to pay reminder fees of €10 per reminder in the event of culpable default of payment, insofar as this is in reasonable proportion to the claim pursued.

6. Credit rating check

The customer expressly agrees that his/her data may be transmitted to the state-authorized creditor protection associations Alpenländischer Kreditorenverband (AKV), Österreichischer Verband Creditreform (OVC), Insolvenzschutzverband für Arbeitnehmer oder Arbeitnehmerinnen (ISA) and Kreditschutzverband von 1870 (KSV) exclusively for the purpose of ceditor protection.

7. Obligations of the customer to cooperate

Our obligation to perform the service shall commence at the earliest as soon as all technical details have been clarified, the customer has created the technical and legal prerequisites (which we will be happy to provide on request), we have received agreed advance payments or security deposits, and the customer has fulfilled his contractual advance performance and cooperation obligations, in particular those specified in the following subsections.
In the case of installations to be carried out by us, the customer is obliged to ensure that work can begin immediately after the arrival of our installation personnel.
The customer shall arrange for the necessary permits from third parties as well as notifications and permits from authorities at his own expense. These can be requested from us.
The energy and water required for the performance of the service, including trial operation, shall be provided by the customer at the customer’s expense.
The customer must provide us with lockable rooms that are inaccessible to third parties free of charge for the duration of the performance of the service for the stay of the workers and for the storage of tools and materials.
The customer shall be liable for ensuring that the necessary structural, technical and legal requirements for the work to be produced or the object of purchase are met, which were described in the contract or in information provided to the customer prior to conclusion of the contract or which the customer should have known on the basis of relevant specialist knowledge or experience.
The customer shall also be liable for ensuring that the technical systems, such as supply lines, cabling, networks and the like are in a technically flawless and operational condition and are compatible with the works or objects of purchase to be produced by us.
We are entitled, but not obliged, to check these installations for a separate fee.
In particular, the customer must provide the necessary information on the location of concealed electricity, gas and water pipes or similar installations, escape routes, other structural obstacles, possible sources of danger and the necessary structural data without being requested to do so before installation work begins.
Order-related details of the necessary information can be requested from us.
The customer bears sole responsibility for the design and functionality of parts provided. There is no obligation to check any documents, information or instructions provided by the customer – beyond the creation of a technical construction dossier and the certification of compliance with the Machinery Directive and any other applicable directives – with regard to the delivery item, and our liability in this respect is excluded. The obligation to issue the certificate can be contractually transferred to the customer who places the delivery item on the market.
The customer is not entitled to assign claims and rights arising from the contractual relationship without our written consent.

8. Service execution

We are only obliged to take into account subsequent
We shall only be obliged to take into account the customer’s subsequent requests for changes and extensions if they are necessary for technical reasons in order to achieve the purpose of the contract.
Minor changes to our performance that are reasonable and objectively justified for the customer shall be deemed to have been approved in advance.
If, after the order has been placed, the order is amended or supplemented for any reason whatsoever, the delivery/performance period shall be extended by a reasonable period of time.
If the customer requests performance within a shorter period of time after conclusion of the contract, this shall constitute an amendment to the contract. As a result, overtime may become necessary and/or additional costs may be incurred due to the acceleration of material procurement, and the remuneration shall increase appropriately in proportion to the necessary additional expenditure.
Objectively justified (e.g. plant size, construction progress, etc.) partial deliveries and services are permissible and can be invoiced separately.
If delivery on call has been agreed, the object of performance/purchase shall be deemed to have been called six months after the order at the latest.

9. Delivery and performance deadlines

Delivery/service deadlines and dates are only binding for us if they have been specified in writing. Any deviation from this formal requirement must also be in writing.
Deadlines and dates shall be postponed in the event of force majeure, strikes, unforeseeable delays by our suppliers for which we are not responsible or other comparable events beyond our control for the period during which the relevant event continues. This shall not affect the customer’s right to withdraw from the contract in the event of delays that make it unreasonable to expect the customer to adhere to the contract.
If the start of the performance of the service or the performance is delayed or interrupted due to circumstances attributable to the customer, in particular due to a breach of the duty to cooperate in accordance with point 7, performance deadlines shall be extended accordingly and completion dates shall be postponed accordingly.
We shall be entitled to charge 5% of the invoice amount for each month of the delay in performance commenced for the storage of materials and equipment and the like in our company that is necessary as a result, whereby the customer’s obligation to pay and its obligation to accept shall remain unaffected by this.
In the event of withdrawal from the contract due to default, the customer must set a grace period by registered letter, simultaneously threatening to withdraw from the contract.

10. Transfer of risk

The risk shall pass to the entrepreneurial customer as soon as we hold the object of purchase, the material or the work ready for collection from the factory or warehouse, deliver it ourselves or hand it over to a carrier.
The entrepreneurial customer shall insure himself against this risk accordingly. We undertake to take out transport insurance at the customer’s written request and at the customer’s expense. The customer shall approve any customary mode of shipment.

11. Delay in acceptance

If the customer is in default of acceptance for more than 2 weeks (refusal of acceptance, default in advance performance or otherwise, no call-off within a reasonable period in the case of an order on call), and if the customer has not provided for the elimination of the circumstances attributable to him which delay or prevent the performance of the service, we may otherwise dispose of the equipment and materials specified for the performance of the service if the contract is upheld, provided that we procure these within a period appropriate to the respective circumstances if the performance of the service is continued.
If the customer is in default of acceptance, we shall also be entitled to store the goods with us if we insist on performance of the contract, for which we shall be entitled to a storage fee in accordance with clause 9.4.
In the event of a justified withdrawal from the contract, we may demand lump-sum compensation from the customer in the amount of 10% of the gross order value without proof of actual damages.
The assertion of higher damages is permissible.

12. Reservation of ownership

The goods delivered, assembled or otherwise handed over by us shall remain our property until full payment has been made.
A resale is only permissible if we have been notified of this in good time in advance, stating the name and exact address of the purchaser, and we agree to the sale. In the event of our consent, the purchase price claim shall already now be deemed assigned to us.
The customer must note this assignment in his books and on his invoices until full payment of the remuneration or purchase price and inform his respective debtors of this. Upon request, the customer shall provide us with all documents and information required to assert the assigned claims and entitlements.
If the customer is in default of payment, we shall be entitled to demand the return of the reserved goods after setting a reasonable grace period.
The customer must inform us immediately before the opening of bankruptcy proceedings against his assets or the seizure of our reserved goods.
The customer expressly agrees that we may enter the location of the goods subject to retention of title in order to assert our retention of title.
The customer shall bear the necessary and reasonable costs for the appropriate legal prosecution.
The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared.
We shall be entitled to sell the goods subject to retention of title that have been taken back on the open market and at the best possible price.
Until all our claims have been paid in full, the object of performance/purchase may not be pledged, transferred by way of security or otherwise encumbered with third-party rights. In the event of seizure or other claims, the customer is obliged to point out our right of ownership and to inform us immediately.

13. Third-party property rights

For delivery items which we manufacture according to customer documents (design data, drawings, models or other specifications, etc.), the customer alone shall guarantee that the manufacture of these delivery items does not infringe the industrial property rights of third parties.
If third-party property rights are nevertheless asserted, we shall be entitled to discontinue the manufacture of the delivery items at the customer’s risk until the third-party rights have been clarified, unless the unjustified nature of the claims is obvious.
The customer shall indemnify and hold us harmless in this respect.
We are entitled to demand reasonable advance payments from business customers for any legal costs.
We may also claim compensation from the customer for any necessary and useful costs incurred by us.
We are entitled to demand reasonable advances on costs for any legal costs.

14. Our intellectual property

Delivery items and related implementation documents, plans, sketches, cost estimates and other documents as well as software provided by us or created by our contribution shall remain our intellectual property.
Their use, in particular their forwarding, duplication, publication and making available, including copying of extracts, as well as their imitation, processing or utilization, shall require our express consent.
Furthermore, the customer undertakes to maintain confidentiality vis-à-vis third parties with regard to the knowledge obtained from the business relationship.

15. Warranty

The warranty period for our services is one year from handover.
Unless otherwise agreed (e.g. formal acceptance), the time of handover shall be the time of completion, at the latest when the customer has taken control of the service or has refused acceptance without giving reasons. On the day on which the customer is notified of completion, the service shall be deemed to have been transferred to the customer’s power of disposal in the absence of a justified refusal of acceptance.
If a joint handover is planned and the customer fails to attend the handover date notified to him, the handover shall be deemed to have taken place on this date.
Rectification of a defect alleged by the customer shall not constitute acknowledgement of a defect.
The customer must always prove that the defect already existed at the time of handover.
In order to rectify defects, the customer must make the system or equipment accessible to us without culpable delay and give us the opportunity to have it inspected by us or by experts appointed by us
Notices of defects and complaints of any kind must be made in writing immediately (within 5 working days at the latest) at our company’s registered office, describing the defect as precisely as possible and stating the possible causes, otherwise the warranty claims shall be forfeited. The goods or works complained about are to be handed over by the customer, insofar as this is feasible.
If the customer’s claims of defects are unjustified, the customer shall be obliged to reimburse us for any expenses incurred in establishing the absence of defects or rectifying defects.
Any use or processing of the defective delivery item which threatens further damage or makes it difficult or impossible to remedy the cause must be stopped by the customer immediately, unless this is unreasonable.
We are entitled to carry out or have carried out any investigation we deem necessary, even if this renders the goods or workpieces unusable. In the event that this inspection reveals that we are not responsible for any defects, the customer shall bear the costs of this inspection in return for a reasonable fee.
Any transportation and travel costs incurred in connection with the rectification of defects shall be borne by the customer. At our request, the customer shall provide the necessary manpower, energy and premises free of charge and shall cooperate in accordance with point 7.
The customer shall grant us at least two attempts to remedy the defect.
We may avert a request for conversion by improvement or reasonable price reduction, unless the defect is significant and irreparable.
If the objects of performance are manufactured on the basis of information, drawings, plans, models or other specifications provided by the customer, we shall only provide a warranty for execution in accordance with the conditions.
The fact that the work is not fully suitable for the agreed use does not constitute a defect if this is based solely on deviating actual circumstances from the information available to us at the time of performance because the customer does not fulfill his obligations to cooperate in accordance with point 7.
Likewise, this shall not constitute a defect if the customer’s technical equipment such as supply lines, cabling, networks, etc. are not in a technically perfect and operational condition or are not compatible with the delivered items.

16. Liability

We shall only be liable for breach of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., in the event of financial losses in cases of intent or gross negligence due to technical peculiarities.
Liability is limited to the maximum liability amount of any liability insurance taken out by us.
This limitation shall also apply with regard to damage to an item that we have accepted for processing.
Claims for damages must be asserted in court within two years, otherwise they shall lapse.
The limitations or exclusions of liability also include claims against our employees, representatives and vicarious agents due to damage caused to the customer by them without reference to a contract between them and the customer.
Our liability is excluded for damage caused by improper handling or storage, overuse, non-compliance with operating and installation instructions, faulty assembly, commissioning, maintenance, servicing by the customer or third parties not authorized by us, or natural wear and tear, insofar as this event was causal for the damage. There is also an exclusion of liability for failure to carry out necessary maintenance.
If and to the extent that the customer can claim insurance benefits for damages for which we are liable through its own insurance or insurance taken out in its favor (e.g. liability insurance, comprehensive insurance, transport, fire, business interruption and others), the customer undertakes to claim the insurance benefit and our liability to the customer shall be limited to the disadvantages incurred by the customer as a result of claiming this insurance (e.g. higher insurance premium).
Those product characteristics are owed which can be expected from us, third-party manufacturers or importers with regard to the approval regulations, operating instructions and other product-related instructions and information (in particular also inspection and maintenance), taking into account the customer’s knowledge and experience. The customer as reseller must take out adequate insurance for product liability claims and indemnify and hold us harmless with regard to recourse claims.

18. General information

Austrian law shall apply.
The UN Convention on Contracts for the International Sale of Goods is excluded.
The place of performance is the registered office of the company (A-6780 Schruns).
The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between us and the customer is the court with local jurisdiction for our registered office.
The customer must notify us immediately in writing of any changes to his name, company name, address, legal form or other relevant information.