I. General and scope of application
The General terms and conditions of business set out below shall apply to the business relations between SATOMEC AG (hereafter called Seller) and the Buyer. Any conflicting conditions of purchase proposed by the Buyer shall not become an integral part of the contract, even without express objection by the Seller. The present General terms and conditions of business shall take precedence over those of the Buyer.
II. Conclusion of contract
The Seller’s quotation shall be non-binding. The contract shall only become valid once the Buyer’s order has been accepted by the Seller’s written confirmation of the order. The Seller shall retain the ownership and proprietary rights to all drawings, sketches, circuitry and cost estimates etc. The documents referred to shall be entrusted to the Buyer, and may not be made available to third parties or copied without the Seller’s written permission. They must be returned at the Seller’s first request.
III. Prices and payment terms, Buyer’s default
- Unless otherwise expressly agreed, prices shall be in Swiss francs, exclusive of value-added tax. Acceptance and execution of orders can be made dependent on provision of a payment guarantee or payment in advance of the purchase price. If, during the course of processing the order, the procurement costs should increase (price rises at subcontractors, additional tax burdens, increase in customs duties, increase in cost of transport to the seller, currency fluctuations and similar), then the Seller reserves the right to adjust the price
- The invoice amounts are payable net, without deductions of any kind, within 30 days from the invoice date. Payments by cheque and bills of exchange shall only be deemed to have been effected when they have been cashed.
- If any reminders notices for payment have to be sent, the Seller shall charge a reminder fee.
- Default of payment shall arise, without a reminder, if the deadline for payment has not been met. Default interest shall be 9%. In case of payment by bill of exchange, the Seller shall be entitled to charge the normal discount charges imposed by the bank.
- The Seller is entitled, in the event of the Buyer’s default, to rescind the contract and to demand the return of the item already handed over. If the Seller wishes to avail itself of its right of withdrawal, it must notify the Buyer within 8 days of the start of the default.
IV. Retention of title
The seller reserves title in all supply items until the purchase price has been paid in full. The Buyer shall not be entitled to pass on the products to third parties prior to the full payment of the purchase price. The Seller has the right to enter the reservation of title in the retention of title register at the Buyer’s expense, without any further cooperation by the Buyer. The Buyer is under obligation to cooperate with the entry.
V. Exclusion of set-off
The Buyer’s right of set-off is excluded.
VI. Performance of the contract by the Seller
- The place of performance for all obligations shall be the Seller’s registered domicile.
- The time of performance is deemed to be the date on which the goods have left the Seller’s business premises, or in case of direct delivery, those of the supplier. The specified delivery dates shall not be binding, and depend on the circumstances at the time of the order confirmation.
- If the Seller is in default, the Buyer shall grant an extension of the original deadline for subsequent performance, whose minimum length shall correspond to the original delivery time. The extension period starts as soon as the Seller has received notification of the additional deadline. The Seller reserves the right to withdraw from the contract if the manufacture or delivery within the extended period become extremely difficult or impossible. In this case, the Seller shall not be obliged to make a later delivery if the obstacles disappear. Liability for subsequent impossibility or delay in delivery shall, in cases of slight negligence, be excluded, regardless of whether the Seller or the Buyer withdraws from the contract.
- All transport costs, such as packaging, postage, insurance etc. shall be paid by the Buyer.
VII. Transfer of risk
- Possession and risk shall only pass to the Buyer when the goods have left the Seller’s business premises or, in case of direct delivery, those of the supplier. Transport shall be at the Buyer’s risk. This shall also apply if free carriage of the goods has been agreed.
- If the Buyer does not specify the type of transport, the Seller shall make the necessary arrangements on the Buyer’s account. In case of damage during transport, the Buyer is advised to immediately draw up a report with the freight forwarder.
- The Buyer shall be responsible for taking out any insurance policy.
VIII. Warranty
- The scope of all warranty claims shall be limited as set out below. All other claims, in particular claims for compensation for damage resulting from the goods, or as a result of their use, either directly or indirectly, are expressly excluded.
- The Seller reserves the right to deviate from the diagrams, weights and volumes or other such matters put forward in the offer, in so far as this proves to be appropriate in the execution of the order and does not impair the Buyer’s use of the delivered items.
- The Seller only grants the warranty set out below for the goods delivered by it if the Buyer has adhered to all operation and installation instructions, and has met all its payment obligations.
- The Seller grants the warranty for all defects occurring within the warranty period, provided these are demonstrably due to poor material or defective manufacture. The warranty period shall be twelve months. (only new devices) It starts on the day the goods are delivered to the Buyer’s premises. The Buyer must inspect the delivered goods within eight working days after taking delivery and, in case of defects, must immediately notify the defect in writing and give the reasons. If such defects occur later, the Buyer must give notification of defects, and cite the reasons, in writing, immediately after discovering them, otherwise the supplied item shall be deemed as having been accepted.
- The Seller’s warranty shall lapse if alterations or repair work are done without the Seller’s written consent, as well in the event of failure to comply with the Seller’s operating instructions, unless these are measures taken by the Buyer under its duty to minimize damages.
IX. Liability
- The Seller excludes contractual (Art. 97ff. OR) as well as non-contractual liability (Art. 41 ff. OR) within the limits of the law. Under no circumstances shall the Seller be liable for the costs of dismantling or reassembly, for associated travel and transport costs, or for any damage caused directly or indirectly by the delivered item itself or its use. Equally, no liability is accepted for pecuniary loss.
- The recommendations on the technical application given to the Buyer according to the best available knowledge are non-binding and do not imply a contractual obligation. They do not absolve the Buyer from investigating the delivered item as to its suitability for the intended purpose, at its own responsibility. The goods sold by the Seller must not, as a matter of principle, be used in life-support devices in the human body, nor for devices to support or monitor life. At the Buyer’s written request, an appropriate use can be permitted in certain cases. Such a consent must be given expressly and in writing. The Buyer must also avoid harmful environmental influences. Liability for damages resulting from such environmental influences are completely rejected.
X. Modifications
Modifications and additions to these General Terms and Conditions must be in writing.
XI. Place of jurisdiction and applicable law
- For all disputes arising from this contract, the jurisdiction of the ordinary courts at the Seller’s registered office shall apply. The Seller may also start legal proceedings at the Buyer’s registered office, or at any other legal jurisdiction.
- This contract shall be governed exclusively by Swiss law, excluding the Vienna Convention on the International Sale of Goods.