Terms and Conditions
​
1. General
These terms and conditions of delivery and payment apply only to merchants pursuant to Section 24 of the AGBG (General Terms and Conditions of Business) and to all business relationships with our customers. The buyer acknowledges them as binding for this contract and all future transactions. Deviating agreements require our written confirmation. The buyer's general terms and conditions are not accepted.
​
2. Offer and Delivery
Our offers are subject to change without notice. In the event of unforeseeable, unavoidable, or extraordinary disruptions, the delivery period will be extended appropriately, but by a maximum of six months. After the expiration of the extended period, the buyer may set a grace period of at least three weeks in writing and withdraw from the contract in the event of non-fulfillment. Claims for damages are excluded unless we or our vicarious agents are guilty of intent or gross negligence. Partial deliveries are permitted.
​
3. Prices
Invoicing shall be based on the prices applicable on the date of delivery, unless a special agreement has been made. For call-off or forward orders, we are entitled to charge the price for the delivered quantity or the entire agreed quantity.
​
4. Payment
Our invoices are payable net within 30 days. In the event of late payment, we charge default interest at a rate of 4% above the discount rate of the Deutsche Bundesbank. Bills of exchange and checks are only accepted as payment. If payment is at risk, we may declare the entire claim immediately due.
​
5. Retention of Title
The goods remain our property until all claims arising from the business relationship with the buyer have been paid in full. Any processing or transformation of the purchased item is carried out for us. In the event of processing, mixing, or combining with other items, we acquire co-ownership in proportion to the value of the purchased item to the other items. The buyer shall store the item for us free of charge.
The buyer may sell the reserved goods in the ordinary course of business, but may not pledge or assign them as security. The buyer assigns to us any claims arising from resale in the amount of our invoice price. The buyer is entitled to collect the assigned claims as long as the buyer does not default on payment or file for insolvency proceedings.
In the event of default on payment or if our security interest is jeopardized, the buyer must, at our request, notify the debtors of the assignment and provide us with all necessary information and documents. The buyer must grant us access to the documents and the reserved goods.
We undertake to release securities at the buyer's request if their value exceeds the secured claims by more than 20%. The buyer must immediately notify us of any third-party access to the reserved goods or the assigned claims and assist us in intervening. The buyer shall bear the costs for this.
6. Packaging and Shipping
Packaging shall be carried out in accordance with commercially customary principles. Special and replacement packaging will be charged at cost. The buyer shall bear the shipping costs.
​
7. Transfer of Risk
The risk passes to the buyer as soon as the goods leave our factory or warehouse. All shipments are made at the buyer's risk and are insured against transport damage. The buyer shall bear the costs for this.
8. Liability for Defects and Compensation
The goods are delivered in the design and condition customary at the time of delivery. The buyer must inspect the goods immediately upon receipt and report any defects in writing. Warranty claims expire 30 days after delivery. In the event of justified complaints, we will repair or replace the goods at our discretion. Further liability is excluded unless we or our vicarious agents are guilty of intent or gross negligence.
9. Repairs
Repairs are carried out without warranty if no defect report is available. Obvious defects must be reported in writing immediately. Non-obvious defects must be reported in writing after their discovery; otherwise, the goods are deemed accepted. Claims for damages will only be accepted in accordance with Section 8, Paragraph 4, Sentence 4.
​
10. Other Claims for Damages
The buyer's claims for damages against us are excluded unless we or our vicarious agents are guilty of intent, gross negligence, or the breach of a material obligation.
11. Prohibition of Set-off and Right of Retention
The buyer may only assert a right of retention if it is based on the same contractual relationship. Set-off or assertion of a right of retention is excluded unless the counterclaim is undisputed, acknowledged, or legally established.
​
12. Claims for Damages Due to Non-Performance
Claims for damages due to non-performance amount to 25% of the net value of the goods, unless higher or lower damages are proven.
​
13. Product Labeling, Intellectual Property Rights
Modifications to our goods and labeling that could be considered a mark of origin of the buyer or a third party are not permitted. In the event of a violation of third-party intellectual property rights in the sold goods, we will, at our discretion, obtain a license or replace the goods. We are liable for further claims in accordance with Section 10. We assume no liability for the non-contractual use of the goods. For goods manufactured according to the buyer's specifications, we assume no liability for the violation of third-party intellectual property rights, unless we or our vicarious agents are guilty of willful intent or gross negligence.
​
14. Effectiveness – Severability Clause
The effectiveness of the remaining terms and conditions remains unaffected should individual terms and conditions not apply.
​
15. Place of Jurisdiction and Place of Performance
The place of jurisdiction for all disputes is Uster ZH if the buyer is a registered merchant. The place of performance is Uster ZH.
16. Applicable Law
Swiss law applies to these terms and conditions and all legal relationships. The UN Convention on Contracts for the International Sale of Goods does not apply.
Terms of Purchase
Our terms of purchase apply only to merchants in accordance with Section 24 of the AGBG (General Terms and Conditions of Business). The following terms and conditions apply exclusively to our orders – including all future orders – unless expressly agreed otherwise in writing. Suppliers' general terms and conditions do not apply. Verbal orders and agreements are only legally binding with our written confirmation.
Prices
Prices are quoted including statutory VAT and are free delivery to the receiving point specified by us. Customs duties, taxes, transport, packaging, and insurance costs, as well as other incidental costs, will only be reimbursed separately if expressly agreed. Packaging materials will be credited upon return.
​
Delivery
The delivery dates stated in our order are binding. The supplier must notify us immediately in writing if they are unable to meet a deadline. We are entitled to return goods delivered prematurely or to store them with third parties at the supplier's expense and risk. In the event of unforeseeable and exceptional circumstances that prevent acceptance of the deliveries, the acceptance date shall be postponed by the duration of the hindrance. If acceptance is not possible for more than six months, both parties are entitled to withdraw from the contract.
​
Processing
All shipments must be accompanied by a packing slip and a delivery note stating our order and item number. Without this information, acceptance of the goods will be refused.
​
Place of Performance
The supplier must deliver the ordered goods at its own risk to the receiving point specified by us.
​
Acceptance and Inspection of Goods
The receipt is subject to inspection for dimensional accuracy, quantity, and quality. We are entitled to conduct the inspection using a random sample procedure and, if the permissible quality limits are exceeded, to reject the goods entirely or to inspect them at the supplier's expense and risk and to demand replacement of the defective parts. Short deliveries or incorrect deliveries, as well as obvious defects, will be reported within ten days. Non-obvious defects will be reported within ten days of discovery.
​
Returns
Returns of defective goods will be made with a chargeback of the invoice amount at the supplier's expense and risk. Replacement deliveries will be invoiced again.
​
Warranty
The supplier fully guarantees flawless workmanship and proper workmanship. The goods must comply with generally accepted technical standards. Defects entitle us, at our discretion, to reduce the purchase price, demand repairs or replacement deliveries, or withdraw from the contract. The right to compensation remains reserved.
​
State-of-the-Art Goods
The supplier is obligated to always keep the ordered goods state-of-the-art. Technical or aesthetic changes must be submitted to us for approval. Cost reductions resulting from increased production or rationalization must be credited to us.
​
Intellectual Property Rights
The supplier guarantees that the delivery and use of the ordered items do not infringe any third-party intellectual property rights. The supplier must indemnify us against all claims arising from such infringement. If third-party intellectual property rights are used, the supplier must ensure that their use is permitted in all relevant countries.
​
Payment
Payment is due within 14 days of receipt of the invoice, subject to a 2% discount, or 30 days net. Payment does not constitute an acknowledgement or waiver of any warranty.
Invoice
The invoice must be issued immediately after shipment of the goods, stating our order number and item number, and sent in duplicate to our address. It must not be enclosed with shipments.
Assignment
The assignment of claims against us is only effective with our written consent.
Confidentiality
All documents that we have provided to the supplier for the purpose of submitting a quotation or executing an order remain our property and may not be used for other purposes, reproduced, or made accessible to third parties. These documents or items must be returned to us free of charge after the order has been fulfilled. Products manufactured according to these documents may not be offered or delivered, either directly or in conjunction with other third-party products, without our written consent.
The supplier undertakes to use the knowledge and experience acquired in the execution of our orders exclusively for our orders and to keep them confidential from third parties. This confidentiality obligation does not apply if the information is generally known.
​
Effectiveness – Severability Clause
Should individual provisions of these terms and conditions not apply, the validity of the remaining provisions shall remain unaffected.
​
Place of Jurisdiction and Place of Performance
The place of jurisdiction for all disputes is Uster ZH if the seller is a registered merchant. The place of performance is Uster ZH.
​
Applicable Law
These Terms and Conditions of Purchase and all legal relationships shall be governed by Swiss law. The UN Convention on Contracts for the International Sale of Goods shall not apply.
​​