Terms and Conditions Switzerland

General Terms of Business Switzerland

item Industrietechnik Schweiz GmbH

 

1. General

Our offers are subject to change. The technical data, illustrations, drawings, descriptions and prices contained in our printed materials are subject to change unless we explicitly state that they are binding in the individual case. 

We reserve the proprietorship and copyrights to cost estimates, illustrations, drawings and other documents; they may not be reproduced and made accessible to third parties without our explicit written consent. Verbal arrangements or declarations shall only be legally valid if they have been confirmed by us in writing.

Should the financial circumstances of the offer recipient/purchaser worsen or is at threat of becoming worse, meaning that payment is put at risk, we shall be entitled to revoke any granted terms of payment or deferrals with immediate effect, as long as this does not oppose legitimate interests of the offer recipient/purchaser. 

An order shall only count as accepted if it reaches a minimum order value of 50.00 CHF and has been confirmed by us in writing or when the goods have been delivered. 

We shall send our invoices either by post or electronically by e-mail.

2. Individual Contractual Arrangements

Individual contractual arrangements, especially certain property assurances or recommendations for use of our goods as well as information on repair periods and deadlines shall require written confirmation from our company to take legal effect. 

Our external sales representatives are permitted to relay orders. 

An order shall only count as accepted if it has been confirmed by our company in writing.

3. Prices

The prices we specify are displayed in Swiss Francs (CHF) without Value Added Tax. 

Prices are ex-works, exclude Value Added Tax for domestic deliveries and do not include installations, commissioning and assembly costs (see special assembly conditions) as well as packaging, freight, postal charges and insurance costs. 

They are calculated on the basis of the valid wage, material and other costs on the date of submitting our offer.

We reserve the right to correct prices in the event of a change to these cost factors up to the time of delivery. 

If no specific arrangements are made, we reserve the right to select the route or method of transport as well as packaging at our discretion, but without guarantee. 

4. Terms of Payment

Our invoices are payable within 30 days including Value Added Tax without deductions. 

We shall reserve the right to different conditions (proforma, third payment, letter of credit or similar) in the individual case. 

If payment deadlines are not met, we shall be entitled (subject to the enforcement of further claims to replacement of damages due to delay on the part of the purchaser) to charge arrears interest without the need for dunning or setting a deadline. 

For international deliveries, we shall be entitled to demand opening of a letter of credit, payable to a bank specified by us or other equivalent securities. 

The purchase price claim shall become due immediately in case of non-payment or excess debt by the purchaser as well as failure to meet agreed payment terms.

5. Reservation of Proprietorship

The delivered goods shall remain our property (provision of a letter of credit does not count as a payment) until payment of all existing and future claims against the purchaser. 

Should our goods be combined with other goods that do not belong to us in such a way that a new item is produced, meaning that sole ownership is achieved, the purchaser shall transfer joint proprietorship of the connected items in relation to the value at the time of becoming joined. 

Conclusion of the contract with our purchaser regarding goods shall count as an agreement to transfer of proprietorship. 

Grant joint proprietorship to us by the purchaser shall be substituted by the purchaser taking the goods into safekeeping for us. 

The purchaser shall only be entitled to resell our goods as part of a proper business transaction. 

He shall already surrender all claims he is entitled to claim from third parties due to resale, at the invoice amount, as a security for us. The purchaser shall still entitled to collect this claim. 

We reserve the right to collect claims ourselves as soon as the customer is in payment arrears. 

The same applies if insolvency proceedings have been instigated or payment stopped. 

In this case, the purchaser shall handover the surrendered claims and his debtors on request.

6. Delivery

Our delivery time is calculated from the date of order acceptance. 

The start of the delivery time shall require the receipt of all documents to be provided by the purchaser, such as necessary authorisations, approvals, clarification and authorisation of plans, compliance with agreed payment terms and other obligations as well as agreement in all technical issues of which clarification is required by the parties upon conclusion of the contract. 

The delivery time shall be extended appropriately if these prerequisites are not fulfilled on time. 

Operational disturbances, strike, lockout or the failure of important production equipment and machines, delay in the delivery of essential raw materials and building materials, transport delays and all cases of force majeure shall extend the delivery time appropriately, including if these circumstances occur to our sub-suppliers. 

The above shall also apply if the above circumstances arise during an existing delivery delay. Approval must take place immediately after reporting availability for approval on our premises. 

The costs of approval shall be charged to the purchaser. Partial deliveries by us shall be permitted within a reasonable scope.

Fault-free delivered goods shall only be taken back by item in exceptional cases as a gesture of goodwill and subject to agreement in the individual case. In this case, we shall charge fees for putting goods back into stock of 20% of the net sales price for profiles and 10% for accessories. We shall not take back customised and assembled goods.

7. Transfer of risk

All shipments including any return shipments (including of supply parts) shall be at the risk of the purchaser. 

The risk shall also be transferred to the purchaser, in case of an agreed delivery without freight, upon transfer of the goods to the purchaser in our factory, otherwise when the shipment leaves our factory, regardless of the transport route and which transport method (our own or external). Should shipment be delayed due to circumstances that are not our responsibility, the risk transfers to the purchaser from the date of availability for shipment. The above regulation shall also apply to partial deliveries.

8. Defect liability

The purchaser shall be obligated to examine the goods immediately after delivery, as long as this is feasible according to a proper business transaction, and must inform us immediately in writing should a defect be identified. 

If the purchaser does not provide notification, the goods shall count as approved unless it is a defect that could not be identified during the examination. 

Should such a defect be discovered at a later date, notification must be provided in writing and immediately after discovery, otherwise the goods count as approved in light of this defect. 

The purchaser shall be entitled to his statutory rights should rectification of the defect or the delivery of new goods or the provision of new services be unsuccessful or if we are otherwise entitled to refuse further measures. 

At least two attempts to address the defect shall be deemed viable for the purchaser. Withdrawal shall be ruled out in case of a minor breach of duty. 

If we are liable in accordance with point 9 of these conditions, the purchaser's claims to damages shall expire in accordance with the legal regulations. Furthermore, liability claims shall expire in accordance with the statutory regulations if the defect exists in a real property right of a third party, meaning that surrender of the item can be demanded, or another right entered in the lander register, or for a building or an item that has been used in its usual way for a building and has caused its defectiveness. In all other cases, claims to damages shall expire after one year. 

Our defect liability shall not extend to damages caused by natural wear and tear or use or caused by behaviour that is the responsibility of the purchaser.

9. Liability Disclaimer

We shall be liable for our own intentional actions and own gross culpability as well as for intentional actions and gross culpability of managerial staff. 

We shall also be held liable for non-compliance with guarantees, when accepting a procurement risk, in case of culpable injury to life, body and health and within the scope of liability according to the product liability law. 

We shall therefore be held liable for every culpable violation of fundamental contractual duties and for gross culpability of ordinary agents. With respect to the amount, liability shall be limited to replacement of the typical foreseeable damage. 

Should our liability be excluded or limited, this also applies to the personal liability of our staff, employees, colleagues, representatives and agents. The same shall apply as regulated in the above paragraphs for our liability due to replacement of wasted efforts.

10. Final Clauses

The sole court of jurisdiction for all disputes resulting directly or indirectly from the contractual relationships, including cheque and bill of exchange disputes, shall be Schlatt. We shall also be entitled to file legal action at the purchaser's domicile. 

Transfer or contractual rights and obligations to a third party by the purchaser is only possible with our written agreement. The above terms of business form the basis for all transactions with our customers. 

Deviating conditions by the purchaser shall only be binding for us if this is specifically agreed in writing, otherwise our lack of response shall always count as our refusal. 

The purchaser shall recognise our terms of business upon receipt of the delivery. 

The contractual relationship between the parties shall be based on Swiss law, specifically according to the regulations of OR.

The legal ineffectiveness of individual terms of business shall not affect the validity of other agreements reached.

Dated August 2016

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