General Sales and Delivery Terms and Conditions

General Sales and Delivery Terms and Conditions of practica AG, Ebikon
 
1. Scope
 
1.1 These general terms of sale and delivery - subject to a future amendment, in accordance with section 9 - apply to any legal relationship between ourselves and our customers, even if not specifically referred to. We only assume additional obligations on the basis of an express, written acknowledgement, which is limited to the individual case.
1.2 Conditions set forth on the customer´s behalf, which are in contradiction to the present general sales terms and conditions, shall only apply subject to our written approval. 1.3 Additional agreements to documents, such as proposals, order confirmations and blanket orders, are considered as additional agreements and not as replacement agreements to the general terms and conditions.
 
2. Contract Conclusion and Amendment
 
2.1 Each order is subject to an order confirmation. The customer always receives the order confirmation in the form of an email. Exceptions are customer-specific and must be requested by the customer.
2.2 Any addition or amendment to the order on the customer´s behalf is subject to our written confirmation.
2.3 Customisations must be validated by the customer on the order confirmation, prior to the start of production. The validation is to be equated with the launching of the order.
 
3. Prices and Terms of Payment
 
3.1 Our prices are quoted ex works Ebikon, including our standard packing and excluding VAT. VAT is listed separately on the invoice. Packaging cannot be returned.
3.2 Payment of our invoices by the B2B customer is due after 30 days from the date of issue of the invoice, without any deductions. In case the agreed amount is not received on the last day of the payment term, the payment shall be considered in default. Subsequently, the order shall be subject to a default interest charge of 5%. Private customers are invoiced on a prepayment basis and shall receive the goods within 5 days following receipt of the invoice amount by our bank.
3.3 The customer is not entitled to refuse his payment obligation, or withhold payment on the basis of any counterclaims, or deduct amounts related to counterclaims, unless these are acknowledged by us in writing or based on legal action.
3.4 The term of validity of the offer is 90 days, unless otherwise agreed to the offer in writing, regarding the validity of the offer.
3.5 Subsequent changes, which result in additional administrative and production costs, are charged additionally, e.g., in the case of colour changes.
 
4. Terms of Delivery
 
4.1 We strive, as far as possible, to meet the timing requirements of our customers; however, we cannot guarantee the time of delivery; Delivery terms are non-binding. Contract rescission or damages claims, due to delay, are excluded for the customers.
4.2 In the case of subsequent contract amendments affecting delivery, the delivery period shall be appropriately extended, unless relevant special agreements have been established.
4.3 In case the customer is in default with payments to us, we are entitled to perform deliveries only against advance payment or subject to guarantees.
4.4 Transport costs shall be invoiced, unless they are listed on offers, order confirmations and blanket orders in non-textual format or as item positions, or declared with value 0.00.
4.5 Ordered and delivered stock merchandise can only be returned subject to perfect condition and prior written consent on our behalf. The credit value shall not exceed 80% of the original value of the goods, depending on the period elapsed between the original delivery date of the goods and their date of return. Price changes due to force majeure are considered with regards to the credit value. The transport costs are to the account of the party initiating the return of the goods. Spare parts and custom-designed items for the customer cannot be returned and are therefore excluded from a return of goods.
4.6 A credit voucher is issued for returned goods and its value is normally deducted from the amount of a subsequent order.
 
5. Terms of Delivery / Force Majeure
 
5.1 All circumstances beyond our control and which may affect the performance of the contract, are considered force majeure. In such circumstances, the delivery time shall be extended, according to the period of duration of the obstacle. However, we are also entitled to fully or partially cancel orders, without compensation, in the event of force majeure, whether on our behalf or that of our suppliers, or during transit, and which renders the contract performance fully or partially impossible.
5.2 In any case, we are entitled to meet our delivery obligations by way of partial shipments or by resorting to alternate product ranges, subject to consultation and written agreement (contract) with the customer, provided the product is at least of equivalent quality to the original product.
5.3 Delivery dates specified for blanket orders are always considered as approximate values and are verbally notified and possibly rescheduled prior to delivery. The item 5.2 also applies to blanket orders.
5.4 In the event the client performs the transport of the goods himself, or he contracts a third party to perform the transport, the client shall assume responsibility for damage and losses occurred during transport. If the transport of the goods is organised on our behalf, the goods shall be insured against damages and loss up to the place of destination.
 
6. Warranty and Liability
 
6.1 When using our products, we exclusively guarantee the technical specifications of our products, pursuant to our published production standards.
6.2 All deliveries must be checked immediately upon receipt. Any discrepancies shall be informed to us immediately by telephone, and backed-up with a written confirmation within 8 days of receipt of the goods. In any case, after a period of 6 months from the receipt of the goods, the warranty for hidden defects shall expire, even if such defects are discovered at a later point in time.
6.3 Following receipt of the timely complaint, we reserve the right to have the notified defect or damage verified by our own staff or by experts appointed by ourselves.
6.4 Should we acknowledge a timely notified defect, we solely and exclusively commit to remedy or compensate the defect at our discretion, by way of repair, replacement delivery, rectification or credit compensation.
6.5 Our quality guidelines shall apply for material properties and colouring. Deviations in terms of colour do not represent flaws or defects.
 
7. Warranty and Disclaimer
 
7.1 Any warranty or liability reaching beyond the item no. 6 shall not be accepted. Thus, , any responsibility or liability for defects or damage resulting from improper storage, transport or handling, overuse, inadequate installation or misuse, is rejected.
7.2 In terms of defects which are subject to warranty, we exclude any claim exceeding the scope of a replacement delivery or a rectification.
 
8. Reservation of Proprietary Rights
 
8.1 The delivered goods remain our property until full payment is performed.
 
9. Amendments to these General Terms and Conditions
 
9.1 We reserve the right to amend these general terms and conditions at any time. The amendment shall be displayed to the customer in writing.
 
10. Place of Performance, Jurisdiction and Applicable Law
 
10.1 The places of performance and jurisdiction are located at our company headquarters. We are entitled to sue the customer at his company headquarters. The legal relationship is subject to Swiss law.
 
 
practica AG, 6030 Ebikon, year 2017