General terms and conditions

Aerodymax GmbH

Trading as "Dymaxa" — B2B terms for the sale of custom aerodynamic side skirts

Version: 1.0

Effective for quotes issued on or after: May 19th, 2026

Applies to: Business customers (Unternehmer im Sinne des § 1 UGB) only. These terms are not designed for consumer (B2C) sales; for such sales a separate consumer-compliant version is required.

1. Scope and Definitions
   1. These General Terms and Conditions ("AGB") govern all quotes, contracts, deliveries and other services of Aerodymax GmbH, registered in the Austrian Firmenbuch under FN 615852s, registered seat Graz, Austria, trading as "Dymaxa" ("Aerodymax", "we", "us"), relating to the design, manufacture, sale, delivery and (where applicable) installation of custom-fit aerodynamic side skirts for semi-trailers ("Products") and any related services.
   2. These AGB apply exclusively to contracts with entrepreneurs (Unternehmer) within the meaning of § 1 of the Austrian Unternehmensgesetzbuch (UGB) ("Customer"). They do not apply to consumers within the meaning of § 1 KSchG; Aerodymax does not sell to consumers under these AGB.
   3. By accepting our quote (Section 2), the Customer accepts these AGB. The Customer’s own general terms and conditions, if any, do not apply unless we expressly accept them in writing. Acceptance of, performance under, or payment for the Products does not constitute acceptance of the Customer’s terms.
   4. The current version of these AGB is made available, and can be downloaded, saved and printed, at https://dymaxa.com/agb, in English (binding version) and German (non-binding translation). Every Quote we issue identifies the applicable AGB by version number and date and contains a prominent direct link to this page. In case of any conflict between the two language versions, the English version prevails.
   5. Definitions. "Quote" means a written offer issued by Aerodymax to a prospective Customer specifying the Products, price, delivery, payment and other terms. "Order" means a binding instruction by the Customer to manufacture the Products on the basis of an accepted Quote. "Refund Period" means the period defined in Section 8.1. "Performance Guarantee" means the guarantee defined in Section 7. "Garantie" means the voluntary product guarantee which, where granted under Section 6.2, has the meaning given there.
   6. Provider identification and notices. Aerodymax GmbH, Humboldtstrasse 45/3, 8010 Graz, Austria. Registered in the Firmenbuch under FN 615852s. UID (VAT) number: ATU80564747. Chamber membership: Wirtschaftskammer Steiermark. Any notice, declaration or notification required under these AGB (including under Sections 5.3, 7.5, 8.2 and 13.5) must be sent in writing to Aerodymax at the above address or to info@dymaxa.com, and is effective on receipt.
2. Conclusion of Contract (Vertragsschluss)
   1. Our Quotes are valid for the period stated in the Quote, or, failing that, for 30 days from the date of the Quote.
   2. A binding contract between Aerodymax and the Customer is formed when the Customer accepts the Quote in writing or by email, identifying the relevant Quote. Acceptance of the Quote constitutes acceptance of these AGB. The contract qualifies as a Werkvertrag (contract for work under §§ 1165 ff. ABGB) for a Maßanfertigung (bespoke manufacture). From the moment of contract formation, the Customer is bound to receive and pay for the Products in accordance with the terms of the Quote and these AGB.
   3. Where Aerodymax sends a kaufmännisches Bestätigungsschreiben (commercial confirmation letter under Austrian commercial law) after a phone, video or in-person negotiation, the contract is deemed concluded on the terms of that letter (including these AGB) unless the Customer objects without undue delay (unverzüglich), in any event within five business days of receipt.
   4. Each contract is individual; subsequent contracts require renewed acceptance of these AGB in the version then in force.
3. Prices and Payment
   1. Prices stated in the Quote are net prices in euros, exclusive of VAT, packaging, shipping, customs duties and installation, unless expressly included.
   2. Standard payment terms: 50% upfront on contract conclusion ("Pre-Payment") 50% on delivery (or, where Aerodymax installs the Products, on installation completion) Each payment is due within 14 days of the corresponding invoice date, unless otherwise stated in the Quote.
   3. The Pre-Payment functions as both: a down-payment creditable to the total contract price the agreed minimum cost recovery in the event of cancellation under Section 4 It is not Reugeld within the meaning of § 909 ABGB and does not grant the Customer a right to walk away from the contract.
   4. In case of late payment, Aerodymax is entitled to: commercial default interest under § 456 UGB (currently 9.2% above base rate) the flat collection cost compensation of €40 under § 458 UGB reasonable additional collection costs (including legal fees and dunning charges)
   5. The Customer is not entitled to set off claims against the price, nor to withhold payment, except in respect of counter-claims that are: undisputed by Aerodymax in writing legally established by a final court decision
4. Cancellation and Cancellation Fee
   1. The Customer acknowledges that each Product is manufactured to the Customer’s individual specifications (Maßanfertigung) and cannot be resold to a third party.
   2. § 1168 ABGB applies. If the Customer cancels the Order, or otherwise prevents performance for reasons not attributable to Aerodymax, Aerodymax is entitled to the full agreed remuneration, less expenses saved by Aerodymax as a result of not performing and less any income earned or wilfully omitted to be earned through alternative use of the freed capacity. The burden of proving such savings or alternative income lies with the Customer.
   3. Pauschalierter Schadenersatz (Cancellation Fee). In lieu of the calculation under Section 4.2, Aerodymax is entitled, at its election, to claim the following pauschalierter Schadenersatz, which reflects the cost structure of a custom Werkvertrag of this kind:
      • Before manufacturing has commenced — the Pre-Payment (i.e. 50% of the net Quote price). The parties agree that this amount equates to the irrecoverable cost incurred by Aerodymax in the design, specification, scheduling and project management time. The Pre-Payment at this stage reflects committed design, engineering and project-management labour and does not assume any allocation of manufacturing materials;
      • After manufacturing has commenced but before completion — the Pre-Payment plus any additional materials and labour costs irretrievably incurred between the start of manufacturing and the moment of cancellation, evidenced by Aerodymax’s internal cost records;
      • After completion but before delivery — 100% of the net Quote price, less the salvage value of any returned materials (if any).
5. Delivery, Installation and Acceptance
   1. Delivery times stated in the Quote are estimates unless expressly identified as fixed. Aerodymax will use commercially reasonable efforts to meet stated delivery dates.
   2. Unless otherwise agreed, delivery is DAP — the Customer’s address specified in the Quote (Incoterms 2020). Risk of loss passes to the Customer when the Products are placed at the Customer’s disposal at the named destination, ready for unloading from the arriving vehicle. The Customer is responsible for unloading and for any import customs clearance, duties, and import VAT in the destination country.
   3. Inspection and notification of defects. The Customer must inspect the Products promptly on delivery. Visible defects must be notified in writing within 5 business days of delivery (§ 377 UGB); hidden defects must be notified without undue delay after discovery. Failure to notify in time results in deemed acceptance and loss of warranty rights in respect of the affected defect.
   4. Installation. Installation, where commissioned, is performed by Aerodymax or its authorised installer at the rates quoted. Self-installation by the Customer is at the Customer’s sole risk and responsibility. The Customer is solely responsible for the correctness, safety, and consequences of self-installation, including but not limited to the load-bearing structure of the trailer, the integrity of the mounting points, compliance with applicable road-traffic safety regulations, and conformity with the trailer’s type approval. Aerodymax’s sole responsibility in connection with self-installation is to provide accurate installation instructions. Incorrect self-installation voids the Garantie (Section 6.2), the Performance Guarantee (Section 7) and the Refund Period (Section 8) in respect of the affected Products. This clause does not exclude liability for personal injury or for mandatory obligations under the Produkthaftungsgesetz.
6. Warranty (Gewährleistung) and Product Guarantee (Garantie)
   1. Statutory Gewährleistung
      Statutory Gewährleistung under §§ 922 ff. ABGB applies for 12 months from delivery (deviating from § 933(1) ABGB; this shortening is expressly agreed between the parties as commercial businesses and is regularly accepted by Austrian courts in B2B as not grossly disadvantageous). The presumption period of § 924 ABGB is reduced to the first three months from delivery.
   2. Voluntary Product Garantie
      The voluntary Garantie under this Section 6.2 is offered at Aerodymax's discretion on a per-contract basis and forms part of the contract only where, and to the extent that, it is expressly stated in the applicable Quote. Where the Quote does not expressly include a Garantie under this Section 6.2, no voluntary Garantie is granted and only statutory Gewährleistung under Section 6.1 applies. Where the Quote does expressly include it, the following terms define that Garantie, in addition to and without limiting statutory Gewährleistung:
      • 2-Year Comprehensive Garantie — for two years from delivery, Aerodymax warrants the Products against (i) defects in materials or workmanship, and (ii) customer-caused damage within the scope defined in Section 6.3, including normal incidents of commercial road use. The remedy is, at Aerodymax’s election, repair or replacement of the affected component. The aggregate Garantie commitment is one replacement per part type per skirt within the 2-year period. (for example, one replacement of the mounting bracket and, separately, one replacement of an aerodynamic panel, etc., but not unlimited replacements of the same part type);
      • 4-Year Product Garantie — for an additional two years (so up to four years from delivery in total), Aerodymax warrants the Products against latent defects of materials and workmanship only (the customer-caused damage element of Section 6.2(a) does not extend into years 3 and 4).
   3. Scope of the Garantie
      • Covered customer-caused damage: low-speed collision damage, dock impact, normal road-debris damage, scrapes from normal loading/unloading.
      • Not covered: wilful damage, gross negligence, off-road use beyond reasonable commercial use, use of the trailer outside its homologated parameters, modification of the Products, repairs by unauthorised parties, defects caused by incorrect self-installation in breach of Section 5.4.
      • Claim procedure: written notification to Aerodymax within 14 days of discovery, with photographs of the damage and the cause of the damage when possible. Aerodymax may request such additional information about the incident as it reasonably requires to assess the claim (including photographs, telematics, maintenance records and a description of the circumstances). The Customer shall provide such reasonably requested information without undue delay. Where the Customer fails to do so, the assessment of the claim and any associated cure, replacement or refund period is suspended until the requested information has been provided; this does not, by itself, cause the loss of an otherwise valid claim. Aerodymax may inspect on site or require shipping of the affected Product to its facility. Shipping costs and any de-installation and re-installation costs are borne by the Customer in connection with any claim under this Section 6.2 (voluntary Garantie). For claims under statutory Gewährleistung (Section 6.1) that are accepted by Aerodymax as a proven defect in materials or workmanship attributable to Aerodymax, Aerodymax bears the reasonable shipping cost to and from its facility where Aerodymax requires the affected Product to be shipped to it;
      • Exclusivity: the Garantie remedies are exclusive of any other Garantie remedies; they do not limit or replace statutory Gewährleistung.
7. Performance Guarantee (Fuel Saving)
   1. Subject to the conditions of this Section 7, Aerodymax guarantees that the Products achieve a fuel-economy improvement of more than 2.5% in operating fuel consumption, measured under the methodology set out in Section 7.2 ("Performance Guarantee").
   2. Measurement methodology
      1. The Performance Guarantee is measured exclusively using the applicable VECTO methodology for towed vehicles (trailers) under Regulation (EU) 2017/2400 as amended (including by Regulation (EU) 2022/1362), in the version in force at the date of the Quote, applying the trailer/towed-vehicle simulation tool and the relevant aerodynamic-device provisions, with aerodynamic drag measurements taken at yaw angles of 3°, 6° and 9°.
      2. The Customer bears the sole responsibility and cost of arranging, performing and documenting the VECTO measurement. The measurement must be performed by an EU-accredited testing facility. Aerodymax does not bear any portion of the testing cost, regardless of whether the test confirms or rejects the Performance Guarantee. Aerodymax does not provide testing facilities and does not commission tests on the Customer’s behalf.
      3. The Customer must provide Aerodymax with the full VECTO test report — including all input data, all output data, and the accreditation certificate of the testing facility — when invoking the Performance Guarantee. The Performance Guarantee cannot be invoked where such a report is not made available, or where the testing facility is not EU-accredited.
   3. Remedy on shortfall
      Where the VECTO test report described in Section 7.2 demonstrates a measured energy-efficiency improvement of less than 2.5%, the Customer’s exclusive remedies, in the following order, are:
      • Improvement (Nachbesserung) — Aerodymax adjusts, retunes or modifies the Products at its own cost within a reasonable period.
      • At Aerodymax's option, in lieu of (a) — a full refund against return and de-installation of the Products, which remedy is available under this Section 7.3(b) irrespective of whether a Refund Period is included in the Quote (and, where one is, on the terms of Section 8).
   4. Exclusions
      No Performance Guarantee claim arises where:
      • the trailer is not maintained in accordance with manufacturer specifications;
      • the Customer fails to provide the VECTO test report required under Section 7.2, or the report is incomplete or unreliable, or the testing facility is not EU-accredited;
      • the Customer modifies the Products or installs incompatible aerodynamic add-ons;
      • the VECTO methodology in Section 7.2.1 has not been followed (including the requirement to test at 3°, 6° and 9° yaw angles);
      • the Customer’s notification under Section 7.5 is late.
   5. Notification
      A Performance Guarantee claim must be notified in writing to Aerodymax, together with the VECTO test report referred to in Section 7.2, within 30 days of the date of the VECTO test report and in any event no later than 14 months after delivery. Late notification results in forfeiture of the Performance Guarantee claim.
   6. Liability cap
      The remedies in Section 7.3 are the Customer's sole and exclusive remedies for any shortfall against or breach of the Performance Guarantee. Aerodymax does not indemnify the Customer for consequential damages, lost profits, fuel cost paid, or any other indirect or incidental damages, and in particular does not bear any portion of the VECTO testing cost. Section 9 does not create any additional liability or remedy in respect of the Performance Guarantee; where Section 9 would otherwise apply, it operates only to limit Aerodymax's liability further and never to expand the remedies available under this Section 7. The mandatory carve-outs in the first three sentences of Section 9.1 (intent; injury to life, body or health; Produkthaftungsgesetz) are unaffected by this Section 7.6.
8. Refund Period and 100% Refund
   1. The Refund Period under this Section 8 is offered at Aerodymax's discretion on a per-contract basis and forms part of the contract only where, and to the extent that, it is expressly stated in the applicable Quote. Where the Quote expressly includes it, the "Refund Period" runs for 60 calendar days from the date of installation confirmed in writing by the Customer (the "Installation Date"), provided the trailer is operated commercially during that period. Where the Quote does not expressly include a Refund Period under this Section 8, no Refund Period refund right arises and the Customer's remedies are those under Sections 6, 7 and 9 only.
   2. At any time within the Refund Period, the Customer may issue a written dissatisfaction notice to Aerodymax. A dissatisfaction notice is only valid if it is based on one of the following defined grounds:
      • failure of the Performance Guarantee (Section 7), evidenced by a VECTO test report meeting the requirements of Section 7.2;
      • a defect that cannot be cured under Section 6;
      • other material commercial failure of the Products to perform their intended function.
   3. On a valid and timely dissatisfaction notice, Aerodymax will, within 60 days, refund the full purchase price paid by the Customer for the Products. The Customer is responsible for de-installation of the Products and for shipping them back to Aerodymax at the Customer’s cost. Aerodymax processes the refund after the Products have been received in their original installed condition (subject to normal wear and tear). Installation costs paid to Aerodymax are not refundable.
   4. Exclusions from the Refund Period refund. The right under Section 8.2 does not arise where:
      • the trailer has not been operated during the Refund Period in a commercially representative manner (i.e. on the road, in active service);
      • the dissatisfaction notice under Section 8.2(a) is not accompanied by a valid VECTO test report;
      • the Products have been damaged beyond normal wear and tear;
      • the dissatisfaction notice is mere buyer’s remorse not tied to a ground specified in Section 8.2.
9. Liability and Limitation
   1. Liability. Aerodymax's liability for damages caused by intent (Vorsatz) is unlimited and cannot be excluded or restricted. Liability for damage to life, body or health is not excluded or limited. Mandatory obligations under the Austrian Produkthaftungsgesetz (PHG) are not affected. Save for the foregoing, Aerodymax's total aggregate liability arising out of or in connection with the contract — whether for gross negligence, slight negligence, or any other legal basis — is limited to the net contract price of the affected Product, and in any event does not exceed the total net price paid by the Customer under the relevant contract. Aerodymax does not bear lost profits, lost savings, loss of use, or indirect, incidental or consequential damages, or pure economic loss.
   2. All claims for damages against Aerodymax (other than those that statutorily run longer) prescribe in three years from the time the Customer became or should have become aware of the damage and the damaging party, in accordance with § 1489 ABGB.
10. Retention of Title (Eigentumsvorbehalt)
    1. All Products delivered remain the property of Aerodymax until the Customer has paid the full price plus any ancillary amounts (default interest, collection costs, dunning costs) — simple Eigentumsvorbehalt under § 358 UGB.
    2. Until full payment, the Customer is entitled to install and use the Products in the ordinary course of business but is not entitled to grant any third party security over the Products. Verlängerter Eigentumsvorbehalt: in the event the Customer onward-sells the trailer with the Products mounted, the Customer hereby assigns in advance to Aerodymax all claims (in particular receivables from any sub-purchaser) arising from such onward sale, up to the unpaid amount of the price. Aerodymax accepts this assignment.
    3. The Customer must inform Aerodymax without undue delay of any third-party access to the Products (attachment, seizure, insolvency) and bears the reasonable cost of supporting Aerodymax’s vindication.
    4. In case of payment default by the Customer, Aerodymax may withdraw from the contract and reclaim the Products under § 366 ABGB. Such reclaim is not deemed a cancellation by the Customer for the purposes of Section 4.3.
11. Changes to the Terms
    1. Aerodymax may amend these AGB from time to time. Amendments do not retroactively change the price, scope of work, delivery terms or remedies for an existing Order; they apply only to new contracts concluded after their effective date, and to ongoing obligations under existing contracts (warranty, Garantie) only insofar as expressly permitted under this Section 11.
    2. Amendments will be notified to the Customer in writing (including email) at least six weeks before the proposed effective date, with the changes set out in track-change form or equivalent.
    3. The right to amend under this Section 11 is limited to changes that (i) reflect statutory, regulatory or case-law developments, (ii) reflect demonstrable changes in technology, supply costs or market conditions outside Aerodymax’s sphere, or (iii) are clarifications and gap-filling adjustments. Changes that alter the core price-performance ratio (Hauptleistungspflichten) of an existing contract require the Customer’s affirmative consent and cannot be effected by deemed consent.
    4. The Customer is entitled to object to the amendment in writing before the effective date. If the Customer objects in time, the previous AGB version continues to apply to the existing contracts of the Customer, and either party may terminate the affected contract on the effective date by written notice.
    5. Version evidence. The version of these AGB applicable to a given contract is the version identified by version number and date in the corresponding Quote (and, failing such identification, the version in force on the date the Quote was accepted under Section 2.2). Aerodymax maintains an archive of all AGB versions, each with its version number, date and SHA-256 hash; on request, Aerodymax will provide the Customer with the exact version applicable to that Customer's contract. The version so identified governs irrespective of any later version published at https://dymaxa.com/agb.
12. Data Protection (DSGVO/GDPR)
    1. Aerodymax processes Customer data in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and the Austrian Datenschutzgesetz. Details are set out in the separate Datenschutzerklärung available at https://dymaxa.com/datenschutz.
    2. Where the Customer provides telematics, fuel-flow, trip data or VECTO test reports under Sections 7 or 8: (i) the data are processed for the purposes of verifying performance, dispute resolution and product improvement; (ii) the Customer represents that it has lawful authority to share such data, including any necessary internal consents from drivers or third parties; and (iii) the parties will conclude a data-processing agreement under Art. 28 GDPR where Aerodymax acts as processor on behalf of the Customer’s data.
13. Final Provisions
    1. Governing law. These AGB and the contract are governed by Austrian law, excluding (i) the UN Convention on Contracts for the International Sale of Goods (CISG, Vienna 1980), and (ii) the conflict-of-laws rules to the extent they would refer to a different legal system.
    2. Jurisdiction. The exclusive place of jurisdiction is the competent court at Aerodymax’s registered seat, Austria.
    3. Language. These AGB are issued in English (binding version) and German (non-binding translation). In case of any conflict between the German and English versions, the English version prevails.
    4. Severability. If any provision of these AGB is or becomes invalid in whole or in part, the validity of the remaining provisions is not affected. The parties will replace the invalid provision with one that comes as close as legally permissible to the economic purpose of the invalid provision.
    5. Form. All notices and declarations under these AGB must be in writing (which includes email). Oral side-agreements are not effective.
    6. Headings. Headings are for convenience only and do not affect interpretation.