1. These General Conditions of Sale and Terms of Delivery build an integral part of the contract between the Purchaser and the Seller. By placing an order with the Seller, the Purchaser acknowledges these GCSTD as binding, unless he has objected to them expressly. These GCSTD are applicable without reservation and take precedence over any other terms and conditions. Differing conditions of the Purchaser are only valid, expressly accepted in writing by the Seller. Once accepted, these GCSTD also apply to all subsequent orders between the Purchaser and the Seller. The current version of the Seller's GCSTD at the time of the order are valid.
2. The contract of sale shall be considered to have been agreed, when the Seller confirms
acceptance of an order in writing or the Seller delivers the goods in accordance with the order received without reservation. Orders can be placed orally or in writing.
3. Quantities and weight specifications in orders entitle to a tolerance of up to 10 % for excess and short deliveries. The weights at departure shall be decisive.
4. Unless agreed otherwise in writing, the Seller's prices shall be net in EURO, ex distribution- center from Switzerland. Drums and packaging are - with the exception of reusable receptacles - included in the price.
5. The terms of payment shall be in advance. Variations to these terms or conditions of payment shall only be valid and binding if made in writing. For deliveries outside Switzerland, Seller is entitled to claim an irrevocable letter of credit confirmed by a Swiss bank. The Purchaser shall effect payments at the Seller's domicile, with no deductions in respect of cash payments, bank charges, taxes and fees of any kind. lf the payment is delayed, the Seller reserves the right to stop outstanding deliveries and is entitled to charge interest on overdue payments at a rate of 6% p.a..
6.The Seller shall retain the ownership of the delivery until the goods have been paid for in full. The Purchaser has a duty to take necessary measures to protect the Seller's property. The Seller is entitled to have his property secured through suitable measures.
7.The delivery period shall commence with the acceptance of the order by the Seller. The delivery period shall be extended accordingly if:
- The information required to execute the order is not supplied to the Seller in good time, or if this information is subsequently changed by the Purchaser.
- The payment is not made by the stipulated date, the letter of credit has been opened too late or if the necessary import licences are not received by the Seller in due time.
- Obstacles arise which the Seller cannot avoid in spite of taking the necessary care, irrespective of whether these occur at the Seller, the Purchaser or a third party. Such obstacles also include force majeure such as epidemics, mobilization of troops, war, riot, serious disruptions to the business, accidents, industrial conflicts, delayed or incorrect delivery of the necessary raw materials, semi-finished or finished products, irresolvable problems with important tools that causes them to be scrapped, measures imposed by the authorities or omissions, and natural occurrences.
8. In the event of a breach of the Purchaser's duty to cooperate or is the Purchaser in default of the acceptance of ordered goods, the Seller is entitled to demand compensation from the Purchaser for the resulting damage.
9. Transport shall be at the expense and risk of the Purchaser (Incoterms FCA). The Seller shall be advised in good time of special requests relating to the shipment and insurance of the goods. Complaints in relation to transport shall be made without delay by the Purchaser to the last freight forwarder upon receipt of the delivery or freight documents. The Purchaser shall be responsible for insurance against losses of all kinds. Even if the Seller has to take out the insurance, it shall be charged to the Purchaser.
10. Any complaints regarding volume of delivery, packing or other defects are to be ad dressed to the Seller in writing within eight (8) calendar days upon delivery of goods at the latest. Otherwise, the warranty based on non-conformity to specifications or of defects in goods forfeit.
11. The Seller’s guarantees include:
11.1 The Seller warrants that the products delivered to the Purchaser pursuant to the contract of sale as defined herein are free of manufacturing faults and material flaws and that they confirm to the specifications expressly described in the order acknowledgment pursuant to Clause 2 hereinabove, in the instructions for use and the specification sheet, with the tolerances applicable in the relevant industry.
11.2 The Purchaser understands and acknowledges that the acceptability and suitability of the Products for a particular use is solely within its own discretionary power to decide. The Seller makes no other warranty, written or oral, statutory, expressed or implied, including but not limited to merchantability or fitness for a particular purpose.
11.3 In the event of defective or non-conformity to specifications of Products, the Seller’s warranty is limited to a replacement delivery of the defective products subject to the Purchaser returning the defective goods to the Seller. More particularly, the Purchaser understands and acknowledges that depending on the items for which the Product is used, a proper cleaning and entire removal of any residues and remains thereof is required for which the Purchaser is exclusively responsible.
12. The Seller is only liable to the Purchaser for faults arising from its intent and gross negligence. The Seller's liability for additional direct or indirect damage or consequential damage as well as loss of profit is expressly excluded as far as legally permissible.
13. The contractual relationship between the Purchaser and the Seller including these General Conditions of Sale and Terms of Delivery shall be subject to Swiss law and shall exclude the United Nations Convention on Contracts for the International Sales of Goods (Vienna Sales Convention) dated 11 April 1980. The only place of jurisdiction shall be Langenthal, Switzerland.