General Terms and Conditions of shucube GmbH

These terms and conditions are for all business and corporate clients valid (B2B) and do not apply to private persons or consumers.

1. General Terms
All offers, orders and deliveries made now or in the future shall be subject to the following General Terms and Conditions, unless different or additional conditions or agreements have been confirmed by us in writing. Conditions of Purchase by the Purchaser shall only be binding if they have been expressly accepted by us in writing. A non-confirmation shall not be deemed to be a tacit acceptance. The execution of delivery shall not constitute an acceptance of the Conditions of Purchase of the Purchaser. The Purchaser agrees to sell the delivered goods only to end users in their special retail outlet(s), trading and localised under the name of their company known to the Seller, unless the Seller has given written consent for other methods of distribution. Illegal cross-supplies to other resellers shall lead to a claim for damages to at least the amount of the illegally marketed product revenues.

2. Prices
Unless otherwise stated, our prices shall be in euros. The price shall be calculated as the net price stated on our list of current rates on the day of our delivery plus applicable statutory VAT.

3. Delivery / Delivery Period
Unless otherwise agreed in writing, our deliveries are made ex works, including loading in the factory. When leaving the factory, all risks shall pass to the Purchaser. Orders that do not reach a minimum of 6 pairs of shoes for one delivery date shall be delivered „freight collect“. Partial deliveries by the Seller shall explicitly be permitted. Returns shall require our prior consent in any case. Our delivery times shown are calculated to the best of our knowledge, but without any obligation. Acts of God or official measures shall entitle both the Seller and the Purchaser to extend the period of acceptance and delivery to a reasonable extent or shall free the Seller to a reasonable extent from their obligations to perform. If the agreed delivery period is therefore exceeded by more than eight weeks, both we and the Purchaser may withdraw from the unfulfilled part of the contract. The Purchaser’s rights shall be limited to the withdrawal from the contract. Further claims shall be expressly excluded. If we are responsible for non-compliance with delivery periods or dates agreed expressly as binding, the Purchaser shall grant us a grace period of four weeks before they may withdraw from the contract. We shall only be responsible for intent and gross negligence. Claims for damages due to delay or non-performance shall be excluded unless we are liable for intent or gross negligence. Claims for damages shall also be limited to the net invoice value of the delayed delivery.

4. Payment
Our invoices shall be payable within 10 days of the date of invoice with 3 % discount or within 30 days from the date of invoice without any deduction. Deviations from this payment term shall require prior written agreement between the Purchaser and us. Discounts shall moreover only be granted if all payment obligations from previous deliveries have been settled completely. If the payment period is exceeded, we shall be entitled to charge default interest in the amount of the applicable legitimate bank rate. Bills of acceptance or bills of exchange from the customer shall require our prior consent. They shall only be conducted in lieu of payment. If the Purchaser is in arrears with a payment or if a considerable deterioration of his financial situation occurs, we shall also be entitled to withdraw from the unfulfilled part of the contract and to claim payment in cash for future deliveries without the need for the granting of a grace period. In addition, we shall also be entitled to demand collateral or to withdraw from the entire contract and to claim or to collect the goods already delivered. The costs of the return delivery shall be borne by the Purchaser. The Purchaser shall only be entitled to the set-off, retention or reduction, if the counter-claims were legally established or are overleaf, even if claims or counter-claims have been asserted.

5. Retention of title
The deliveries shall be conducted only under the retention of title to the prices applicable on the delivery date. The property shall only pass to the Purchaser when they have paid off all their debts from the delivered goods. This shall also apply if the purchase prices for certain deliveries of goods designated by the customer have been paid. For current accounts, the retained goods shall be used as collateral for our outstanding receivables. The balancing or acknowledgement thereof shall not affect the retention of title. The pledge or transfer by way of security to third parties and the assignment of any claims to which the Seller is entitled, shall be inadmissible without the written consent of the Seller. If the Purchaser sells the delivered goods, they shall hereby already assign all trade receivables which may result from the sale against their customers with all ancillary rights until the complete repayment of the receivables to the Seller. The Purchaser shall be obligated to inform the Seller immediately of any execution. If the value of the given securities exceeds the delivery claims by more than 20 %, then the Seller shall be obligated to retransfer upon request of the Purchaser. If deteriorations of the Purchaser’s financial situation become known to the Seller which give rise to the impression that the Purchaser’s creditworthiness and the realisation of the receivable might be at risk, the entire residual debt shall be deemed as immediately due and a new delivery shall be deferred until the final positive clarification, without the Seller being liable for damages.

6. Defects
The complaint of visible defects shall be in writing. It shall be asserted and substantiated within 8 days after the receipt of the goods for non-merchants. For entrepreneurs, the provisions of the Austrian Commercial Code (UGB) shall apply. This shall particularly apply to hidden defects. The Seller shall first, at their own choice, perform a rectification of acknowledged defects or a replacement. In case of failure of the second rectification attempt of the defects, the Purchaser may, at their own choice, demand either a reduction or the withdrawal from the contract. The defective goods may only be returned after the Seller has given their consent, unless they are not received within 15 days after the date of the complaint. With complaints over components, the simultaneous submission of both the goods and the complaint shall be admissible. Such complaints shall be complied with within 21 days after the detectable dispatch date. If the Purchaser, without prior consultation of the Seller, rectifies a consumer complaint by an exchange, then the Seller shall, if the complaint was justified and the rectification of the defects is only possible under a disproportionate effort to the value of the goods, issue a credit note or deliver a replacement. The risk of rejection of the complaint by the Seller shall remain with the Purchaser. The imposition of charges of any type of processing fees for complaints shall be inadmissible for both the Purchaser and the Seller.

7. Limitation of liability
All claims for damages due to the impossibility of the performance by payment default, positive violation of a contractual duty, negligence at the conclusion of the contract or torts shall be excluded both against us and our performing or vicarious agents, except in cases of wilful intent or gross negligence. Claims shall become time-barred after 6 months.

8. Applicable law, Place of jurisdiction, Severability
The place of performance for all performances under the present supply contract shall be the place of the commercial branch of the Seller. The place of jurisdiction shall be the competent regional court in Wels, Austria. Should one or more provisions of these General Terms and Conditions prove to be invalid or should gaps be discovered, the Parties shall agree that the General Terms of the Austrian shoe industry shall apply as contents of the contract. Should furthermore no solution be found in this respect, it shall be deemed to be agreed what comes economically closest to the invalid provision.

9. Order-Service
Vom Kunden im Ordergespräch gewünschte Sortimente werden vom zuständigen Vertreter im B2B-Portal erfasst und der Warenkorb auf Kundenwunsch vom Vertreter abgeschlossen. Der Kunde wird per E-Mail über den Inhalt der Order informiert. Sofern dieser nicht reklamiert, gilt dies als stille Einwilligung.