TERMS & CONDITIONS
1) General
a) These general terms and conditions of sale and delivery are binding insofar as they are declared applicable in the offer or in the order confirmation. Any terms and conditions of the Purchaser to the contrary shall only be valid insofar as they have been expressly accepted by the Supplier in writing.
b) All agreements and legally relevant declarations of the contracting parties must be in writing in order to be valid.
2) Offers and conclusion of contract
a) The contract shall be deemed concluded upon acceptance of the order by the supplier.
b) Offers which do not include a deadline for acceptance are not binding.
c) If a change occurs in the business circumstances of the purchaser, the supplier has the right to withdraw from purchase contracts or to demand a corresponding security.
3) Scope
a) The order confirmation or the delivery note shall be authoritative for the scope and execution of the delivery and service. Material o- services not included therein shall be invoiced additionally.
b) Unless otherwise stated, samples provided are always type samples, not outturn samples for specific deliveries.
c) Changes to the order confirmation may be made by the supplier, provided that they result in an improvement.
4) Regulations in the country of destination
a) The Purchaser shall draw the Supplier's attention to the statutory, official and other regulations and standards relating to the execution of the supplies and services and to the prevention of illness and accidents, at the latest when placing the order. The supplier guarantees compliance with EU regulations 853/2004 and 2073/2005.
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5) Prices
a) Unless otherwise agreed, the Supplier's prices shall be DDP Destination Buyer.
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6) Terms of payment
a) The term of payment is 30 days net from the date of invoice. For deliveries abroad, unless otherwise agreed in writing, payment shall be made by an irrevocable letter of credit confirmed by a reputable Swiss bank or against advance payment.
b) Payments shall be made by the Purchaser at the Supplier's domicile without deduction of discounts, expenses, taxes and fees of any kind. Any other terms of payment shall be specially agreed.
c) In the event of late payment, the supplier reserves the right to immediately discontinue planned deliveries and is entitled to charge interest on arrears of of 8 % per annum.
7) Retention of title
a) The supplier retains ownership of the delivery until it has been paid for in full. The purchaser is obliged to take the measures necessary for the protection of the supplier's property.
b) The Supplier shall be entitled, with the cooperation of the Purchaser, to have the retention of title entered in the relevant register.
8) Delivery period
a) The delivery period shall commence upon acceptance of the order by the supplier and after complete clarification of the technical issues.
b) The delivery period shall be reasonably extended
- if the information required for the execution of the order is not received by the supplier in good time, or if this information is subsequently amended by the purchaser
- if payment deadlines are not met, if letters of credit are opened too late, or if letters of credit are opened too late or the necessary import licenses are not received by the supplier in good time
- if obstacles arise that the supplier cannot avert despite exercising due care, irrespective of whether these occur at the suppliers, the customers or a third party's premises. Supplier, the customer or a third party. Such obstacles are events of force majeure, for example, epidemics, mobilization, war, riots, significant operational disruptions, accidents, labour disputes, delayed or defective delivery of the required raw materials, semi-finished or finished products, official measures or omissions, natural events.
9) Delay in delivery
a) The Purchaser shall be entitled to claim compensation for delayed deliveries insofar as a delay is demonstrably the fault of the Supplier and the Purchaser can prove damage as a result of this delay. If the customer is helped out by a replacement delivery, the claim for compensation for delay shall lapse.
b) The compensation for delay shall amount to a maximum of ½ % for each full week of delay, but not more than 5 % in total, calculated on the contract price of the delayed part of the delivery. The first two weeks of delay shall not give rise to a claim for compensation for delay.
c) The customer shall have no rights and claims for delay in delivery or performance other than those expressly provided for in Article 9. a and b.
10) Delivery, transport and insurance
a) The products shall be carefully packed by the supplier.
b) The supplier must be informed in good time of any special requests regarding packaging. Any additional costs incurred shall be charged.
c) The supplier must be informed in good time of any special requests regarding dispatch and insurance. Transport shall be for the account and at the risk of the supplier. Complaints in connection with the transport are to be addressed by the customer to the last carrier immediately upon receipt of the delivery or the freight documents.
d) Insurance against transport damage is the responsibility of the supplier.
11) Inspection and acceptance of the delivery
The customer shall inspect the delivery within a reasonable period of time, at the latest within one week after receipt, and shall notify the supplier of any defects in writing without delay. If he fails to do so, the deliveries and services shall be deemed to have been accepted.
12) Warranty and liability
a) The supplier warrants that the products delivered by him are free from manufacturing and material defects.
b) Warranted characteristics are only those which are expressly designated as such in the order confirmation or product specification. The assurance is valid at the longest until the expiry of the warranty period.
c) If the products are defective, the customer may demand a replacement delivery during the warranty period of one year from delivery.
d) If a defect within the meaning of Article 12. c is not remedied within a reasonable period by a replacement delivery by the Supplier, the Purchaser may demand a reduction in the purchase price or rescission of the contract.
e) The warranty shall expire prematurely if the Purchaser or third parties handle the products improperly and/or do not comply with the prescribed storage conditions or if the Purchaser, if a defect has occurred, does not immediately take all appropriate measures to mitigate the damage and give the Supplier the opportunity to remedy the defect.
f) Excluded from the supplier's warranty and liability are damages that cannot be proven to have occurred as a result of poor material, defective workmanship or other reasons for which the supplier is not responsible.
g) Due to defects in material or workmanship as well as due to the absence of warranted characteristics, the purchaser has no rights and claims other than those expressly mentioned in Article 12. c. and d.
h) All cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal basis on which they are made, are conclusively regulated in these conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract not expressly mentioned are excluded. Liability for consequential damages is excluded, insofar as this does not conflict with mandatory provisions of product liability law.
13) Applicable law
The present contract is subject to Swiss law.
14) Place of jurisdiction
The place of jurisdiction is the registered office of the supplier.