1.1 The sales contract shall be deemed to become effective upon receipt of seller’s written acknowledgement stating its acceptance of the order.
1.2 These General Conditions of Sale and Delivery shall be binding unless the parties hereto have agreed differently in writing. Any conditions stipulated by the buyer which are in contradiction to these General Conditions of Sale and Delivery shall only be valid if expressly acknowledged by seller in writing.
1.3 All agreements and legally relevant declarations to the contract must be in writing in order to be valid.
2 Scope pf Supplies
2.1 The supplies are specified in the order acknowledgement.
2.2 If the goods ordered have been modified prior to delivery, the seller may supply the modified version, however, he shall not have the right to supply goods other than those ordered.
2.3 The seller may deliver by instalments unless this should be inconsistent with the provisions of the import license or the letter of credit.
3.1 Unless otherwise agreed upon, all prices shall be deemed to be ex-works in freely available currency without any deduction whatsoever.
3.2 Any and all additional charges, such as but not limited to freight charges, insurance premiums, fees for export, transit, import and other permits, as well as for certifications, shall be borne by the buyer. Likewise, the buyer shall bear any and all taxes, fees, levies, customs duties and the like which are levied out of or in connection with the contract.
3.3 If a general price change is decreed between acknowledgement of the order and delivery, the new price shall be deemed to have been agreed upon, provided; however, delivery takes place later than two months from the date of acknowledgement.
4 Terms of Payment
4.1 Unless otherwise agreed upon, payment shall be made irrevocable letter of credit confirmed by a reputed Swiss Bank, relative bank charges being for account of the buyer.
4.2 If the buyer delays in the agreed terms of payment, he shall be liable, without reminder, for interest with effect from the date on which the payment was due at a rate of 2% p.a. above the interest rate the seller is, our would be, charged for by his bank for overdrafts in the respective currency. The seller may adapt its prices in case of changes of the exchange rate to the Swiss Franc of more than ± 5%. The seller shall remain the owner of all supplies until having received the full payments in accordance with the contract.
5 Delivery Time
5.1 The delivery time shall start as soon as the contract is entered into, all official formalities such as but not limited to import, export, transit and payment permits having been completed, agreed securities given, letters of credit opened and agreed advance payments rendered.
5.2 The delivery time is reasonably extended if hindrances occur which the seller cannot prevent despite using the required care, regardless whether they affect the seller, the buyer of a third party. Such hindrances include any event of “force majeure” such as but not limited to epidemics, mobilization, war, revolution, serious breakdown in the works, accidents labour conflicts, late ore deficient delivery by subcontractors of raw material, semi-finished or finished products, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God.
6 Delays in delivery
6.1 The buyer shall be entitled to claim liquidated damages for delayed delivery in so far as it can be proved that the delay has been caused by a fault of the seller and that the buyer has suffered a loss as a result of such delay. If substitute material can be supplied to accommodate the buyer, the latter is not entitled to any damages for delay.
6.2 Damages for delayed delivery shall not exceed ½ % of the part of supply in delay for every full week’s delay and shall in no case whatsoever exceed 5% of the contract price of the part of the supplies in delay. No damages at all shall be due for the first two weeks of delay.
7 Passing of Benefits and Risk
7.1 The passing of benefit and risk shall be governed by the International Commercial Terms as established by the International Chamber of Commerce (INCOTERMS), issue 2010.
7.2 If dispatch of the supplies is delayed at the request of the buyer or due to reasons beyond seller’s control, the risk of the supplies shall pass to the buyer at the time originally foreseen for their leaving the works. From this moment on, the supplies shall be stored and insured on the account and the risk of the buyer.
8 Inspection and Taking-over
The buyer shall inspect the supplies within a reasonable period and shall immediately inform the seller in writing of any deficiencies. If the buyer fails in doing so, the supplies shall be deemed to have been taken over.
9 Warranty and Liability
9.1 The seller warrants to the buyer that is products are free from defects in material and workmanship under normal use and services. In case the products are defective, the buyer may request for compensation delivery or elimination of defects during the warranty period as stipulated in the Certificate of Guarantee.
9.2 Upon written request of the buyer, the seller undertakes at its choice to repair or replace as quickly as possible any parts of the supplies which, before the expiry of the guaranteed period, are proved to be defective due to bad material, faulty design or poor workmanship. Replaced parts shall become seller’s property.
9.3 If a defect according to Article 9.2 is not eliminated or compensated by the seller within a reasonable period, the buyer may ask for price reduction or for return of the defective product.
9.4 The above is the only warranty of any kind, either express or implied, including but not limited warranties of merchantability and fitness for a particular purpose that is made by the seller on its product. No oral or written information or advice given by the seller create a warranty or in any way increase the scope of this warranty and the buyer may not rely on any such information or advice. The buyer may have other rights which vary from the state to state.
9.5 Neither the seller nor anyone else who has been involved in the creation, production or delivery of the products shall be liable for any direct, indirect, consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information and the like) arising out of the use of or inability to use such products, subject to the compelling product liability law.
10 Jurisdiction and Governing Law
10.1 The place of jurisdiction for both, the buyer and the seller, shall be at the registered office of the seller. The seller shall, however, be entitled in addition to take legal an action against the buyer at the latter’s registered address.
10.2 The contract shall be governed by Swiss Law.