1. Conclusion of an Agreement
An agreement is deemed to have been concluded when we have confirmed in writing the acceptance of an order or when the customer declared its acceptance of the unaltered terms of our offer timely and in writing.
2. Scope and Quality of the Delivery
The order confirmation shall determine the scope of delivery. Unless otherwise agreed in writing with the customer, there shall be a tolerance margin of ± 5 %, whereby over- and underdelivery shall be invoiced to the customer. Both (i.) the specimen sample and (ii.) our technical letters, specifications and agreements shall determine the standard of quality.
3. Delivery Date and Deadline
The written order confirmation and the unaltered terms of our offer shall determine the delivery date.
The delivery deadline shall not begin to run or shall be extended accordingly,
- if we do not receive the necessary technical and commercial documents in a timely manner or if such documents are subsequently amended by the customer with our consent;
- in the event of late delivery by our suppliers;
- if any nature of event, for which we are not responsible, occurs, which impedes the ordinary progress of works for the execution of the order;
- if the customer is behind with its own performance or delays performing its contractual duties;
- if the customer inordinately delays the colour matching;
- if the customer requests significant changes to the order.
If we are not exclusively responsible for non-conformance with a delivery deadline, the customer shall neither have the right to terminate the agreement, nor to claim damages. Cases of force majeure release us from delivery obligations and exclude all further claims by the customer.
4. Transfer of Benefit and Risk, Transport Costs
Benefit and risk shall vest in the customer at the latest when the products delivered by us leave our works in CH-St.Gallen (this also applies to FOB delivery). Should dispatch be delayed or become impossible for reasons for which we are not responsible, we shall be entitled to store the merchandise with us or with a third party at the expense and risk of the customer. The transport is carried out by us at the expense of the customer. INCOTERMS 2020 shall apply.
5. Verification and Notification
The customer is to check the delivery within a period of no longer than 14 calendar days of receipt of the merchandise – in any event, prior to subsequent processing and assembly. Ascertained defects are to be notified to us immediately and in writing. Should the customer fail to carry out verification or notification, our products shall be deemed approved. Rejected products must under all circumstance be made available to us for inspection and verification. Rejected products may, however, only be returned to us with our written consent.
6. Warranty
For timely claims for delivery defects, pursuant to clause 5, which are due to material or manufacturing errors, we provide a warranty, in that we shall repair, exchange or issue credit vouchers for the defective products, at our sole discretion. Should the complaint be unfounded, all costs shall be borne by the customer.
Defects arising from inappropriate handling by the customer or third parties are excluded from the warranty. Defects arising from the fact that instructions issued by us, following notice of defects, were not followed, are also excluded from the warranty.
Any claims by the customer beyond the scope of this warranty arising from defective delivery, particularly claims for indirect and consequential damages (incl. loss of earnings, liquidated damages with respect to third parties, production standstill, etc.), retention of payment and contract termination, as well as claims for damages arising from the use or processing of the products are expressly excluded.
7. Prices
Our prices are net, VAT excl.
We are entitled to adjust prices if:
- the customer, with our consent, subsequent to the order confirmation, carries out changes to quantities, materials or implementation or an extension of a delivery deadline;
- the material or implementation need to be changed because documents provided to us by the customer do not relate to the actual circumstances or are incomplete; and/or
- exchange rate fluctuations towards the Swiss Franc of over 10 % have occurred from the date of the order confirmation in case our products were sold in foreign currencies (i.e. in EUR or US-$)
- purchase prices for materials used by us have risen by over 20 % from the date of the order confirmation, or, alternatively, if two years have lapsed from the date of the order confirmation and purchase prices for materials used by us have risen by over 3 %.
We reserve the right to request a down payment on the purchase price.
8. Payment
Our invoices are payable within 30 days, net, without discount or any other deduction, in the currency agreed upon pursuant to the order confirmation, at our place of domicile and for our free disposal. Retention or reduction of payment due to complaints as well as the setting-off against counterclaims are not permitted. Should payment be in arrears, default interest of 8 % (without prejudice to further claims for damages) shall be charged.
9. Intellectual Property
All intellectual property rights on all samples, patterns, drawings, sketches and documents drawn up by us are reserved solely to us. Samples, tools, patterns, drawings, sketches and documents may be neither copied, nor made accessible to third parties without our express consent. Unless otherwise agreed upon in writing, intellectual property rights for patentable results of our developments for the customer shall solely vest in us and we shall be entitled to apply for patent protection without prior consent or the customer.
10. Tools
Moulds and tools shall remain in our possession even in case the customer pays all or a part of the costs for these moulds and tools. We are not obliged to hand over moulds and tools to the customer after termination of the agreements between us and the customer.
11. Retention of Title
The products delivered by us shall remain our property until full payment is made.
12. Place of Performance, Jurisdiction, Applicable Law
The legal relationship between us and the customer is governed by and shall be construed in accordance with the laws of Switzerland exclusively. International Sales Law, including, but not limited to, the Convention on the Law Applicable to International Sale of Goods, The Hague June 15, 1955 and the United Nations Convention on Contracts for the International Sale of Goods, The Hague April 11, 1980, does not apply. Any proceeding and/or legal action arising out of, or in connection with, the legal relationship between us and the customer shall be, in the absence of any possibility of amicable settlement between the parties, submitted to the exclusive jurisdiction of the competent courts of CH-9000 St.Gallen.
13. Validity of the General Terms and Conditions
The General Terms and Conditions shall be valid insofar as and to the extent that the offer or the order confirmation do not provide otherwise. Delivery terms and business terms of customers which differ from said General Terms and Conditions, shall not apply.
Version: June 2021