11.11.2019, Baar Switzerland
I. Begin
1. The Agreement is entered into upon written confirmation by both Parties, by letter, email or fax or upon purchase.
2. Any changes to the Agreement shall be made in writing, by letter, email or fax.
3. If any provision of this Agreement is discovered to be fully or partially invalid, the Parties to the Agreement shall replace this provision with a new one that as closely as possible corresponds to the intention of both Parties.
II. Prices
1. The prices in the advertisements refer, unless expressly stated otherwise, to the respective items as depicted and described therein. The supplier reserves the right to adjust prices. Individually agreed-upon prices shall apply to the Agreement.
2. Prices shall be calculated ex-factory, in Euro and without deductions. Packaging, postage and freight costs shall be allocated separately.
3. The buyer/ordering party shall bear all types of taxes, charges, fees, custom duties and the like that are made in conjunction with the Agreement. If the seller/ supplier has rendered this service and can prove it, the buyer shall reimburse him/her.
III. Terms of payment
1. Unless otherwise agreed, all invoices shall be paid in Euro, and must be settled in advance, in full. Checks and bills of exchange shall only be considered as payment once they are cashed.
2. Set-off against countervailing claims of the buyer is excluded.
3. Claims asserted by the buyer on the basis of warranties or notices of defects shall not from the buyer from his/her payment obligation.
4. If payments are not made according to the Agreement, the supplier can choose to adhere to the Agreement or to withdraw from the Agreement. In both cases, the supplier shall be entitled to claim damages.
5. If the buyer does not meet the agreed-upon payment deadlines, he/she shall owe an interest of 5% percent as of the agreed-upon maturity date, without previous reminder.
IV. Reservation of ownership
1. The supplier shall remain the owner of the delivered objects until all of the payments according to the Agreement have been received in full. The buyer hereby authorizes the supplier to record the entry from the moment of conclusion of the Agreement on, in the official register kept by the debt collection office at the buyer’s current place of residence, as according to Art. 715 ZGB [Swiss Civil Code].
2. The buyer is under the legal obligation to treat the object with care, and to follow the operating instructions provided by the supplier.
3. The supplier is entitled to assert his/her right of ownership by taking back the delivered goods, to the extent that the agreed-upon terms of payment are not met. The buyer is liable for any extra work and freight forwarding costs associated herewith.
V. Delivery
1. The benefits and risks pass to the buyer ex-factory (if the purchase object is not specified in advance; for specific purchase items, the benefits and risks pass to the buyer upon conclusion of the Agreement, as according to Art. 185 OR [Swiss Code of Obligations]). OR: The benefits and risks pass to the buyer when the purchase object is delivered at the place of performance.
VI. Warranty and notice of defects
1. The buyer must inspect the delivered products within an appropriate period of time, and must immediately inform the supplier in writing of any existing defects. If the buyer fails to do so, the purchased item is considered to be accepted, unless the defects were not noticeable at the time of the standard inspection or were concealed by the supplier through gross negligence or intentionally.
2. The notification period for claiming a warranty consists of 24 months. The right to a warranty lapses prematurely if the ordering party or a third party make improper modifications or repairs to the purchase object, or if the buyer does not immediately take all necessary measures to reduce damages in the event of a defect, or does not give the supplier an opportunity to rectify the defect.
3. Guaranteed properties are those expressly described as such in the order confirmation or the documentation. This guarantee shall apply until the end of the warranty period. If the guaranteed properties are not fulfilled, or only partially fulfilled, the ordering party shall be entitled to immediate rectification by the supplier. The ordering party must give the supplier sufficient time and opportunity to do so.
4. If the defects or breaches of guarantee are so significant that they cannot be rectified within an appropriate period of time, and/or that the delivered objects cannot be used for their intended purpose, or are significantly hindered from being used in this way, the buyer shall be entitled to refuse acceptance of the defective part or – if partial acceptance proves to be economically unreasonable for the buyer – to withdraw from the Agreement. The supplier hereby commits to refund any amounts paid for parts affected by such a withdrawal.
5. The supplier’s warranty and liability does not include damages resulting from natural wear and tear, defective maintenance, failure to follow operating instructions, excess usage, inappropriate equipment, chemical or electrolytic influences, defective construction or assembly work not performed by the supplier, or due to other reasons the supplier is not liable for.
6. In the event of claims by the buyer due to faulty advice and the like, or due to a violation of a contractual secondary obligation, the supplier shall only be liable for unlawful intent or gross negligence.
VII. Confidentiality and security
1. Each Party to the Agreement shall retain all rights to plans and technical documentation that it provides to the other Party.
2. Both Parties hereby agree not to make the documents they receive available to third parties, either in whole or in part, nor to use them for purposes other than those for which they are intended.
3. Each Party must inform the other of the regulations and standards relating to the fulfillment of this Agreement, at the time the Agreement is concluded. In particular, the security requirements must be observed.
VIII. Jurisdiction and applicable law
1. The place of jurisdiction is the supplier's registered place of business.
2. This Agreement is subject to Swiss law.
