SWISSAVANS AG – Terms and Conditions of Sale
(Effective as of 1 April 2012)
Unless otherwise agreed in writing by SWISSAVANS AG (“SWISSAVANS”), the following are the Terms and Conditions of Sale of SWISSAVANS which, together with any other terms and conditions agreed upon in writing between SWISSAVANS and the customer (“the Buyer”) shall apply to all sales of goods, services and support by SWISSAVANS to the Buyer to the exclusion of all other terms and conditions. SWISSAVANS reserves the right to change or modify these terms and conditions of sale from time to time without notice.
1.1 Orders of the Buyer shall not bind SWISSAVANS until confirmed by SWISSAVANS in writing or by electronic means.
1.2 Orders must be submitted in writing, stating shipment address, delivery dates, quantities and complete description of Products being purchased. Telefax, e-mail or other means of communications assuring written prove shall be sufficient.
2.1 The price indicated on the order confirmation shall be considered to be the price agreed between the Buyer and SWISSAVANS.
2.2 In case of multiple of future deliveries, prices are subject to revision by SWISSAVANS at anytime.
2.3 SWISSAVANS reserves the right to correct pricing errors prior to shipment subject to Buyer’s right to cancel such order.
2.4 All prices are exclusive of transportation, insurance costs, value added tax or any other applicable tax, duty, levy or charge in any jurisdiction and the amount of any taxes which SWISSAVANS may be required to pay or collect shall be for Buyer’s account and shall be added to each invoice issued by SWISSAVANS as separate items.
2.5 SWISSAVANS shall be entitled to levy an additional service and/or handling charge of EUR 25. – Or the equivalent amount in other currencies per order.
3. Terms of payment
The following is additionally valid for delivery within SWITZERLAND
3.1 The Buyer shall pay on the terms stated on the order conformation, or, failing such indications, net without discount 30 days from date of invoice.
3.2 SWISSAVANS reserves the right to suspend further deliveries, or require any satisfactory securities, in the event Buyer fails to pay in full for anyone shipment when same becomes due.
3.3 In case of payment, SWISSAVANS will charge Buyer an interest rate of 6% per year on all overdue amounts.
3.4 All payments shall be made without set-off or counterclaims.
For deliveries outside SWITZERLAND (EXPORTS)
3.5 Our prices ex works are valid plus VAT at the current level applicable on the day of the submission of the account plus costs for packing and packaging, freight, postal charges and insurance, provided that the confirmation of order does not state otherwise. b) In the case of new customers or those whose economic situation we consider to appear insufficient for allowing time of credit for payment, we reserve the right to demand cash in advance or cash on delivery for orders.
3.6 Should a fixed date of delivery have been stipulated, the non-compliance with the date of payment on the part of the customer is regarded as default of payment, in other cases following receipt of our letter of reminder, at the latest 30 days following the date of payment and receipt of the invoice. The time limit for payment is considered to have been adhered to if we are in possession of the amount within the allotted time.
3.7 Notwithstanding contrary regulations on the part of the customer, payments must be primarily offset against costs and debts already incurred. e) The discounting of bills of exchange and checks is left to our discretion and is only affected in payment pending full discharge of the debt. Notwithstanding the acceptance of a bill of exchange, we reserve the right to demand payment of the original account received in exchange for exemption from commitments arising from bills of exchange.
3.8 In the case of default of payment on the part of the customer, all outstanding unsettled accounts are to be paid immediately in full, also from other deliveries or services, including those which are not yet due or have previously been deferred. Payment of all accounts received is also due if, following conclusion of the contract, the economic situation of the customer appears to us to be insufficient for allowing time of credit for payment. In this case, we also reserve the right to demand cash in advance for further deliveries and services; should the customer not be willing to pay cash in advance, we reserve the right to bring action for breach of contract or to cancel the contract, in so far as the contract has not yet been fulfilled.
3.9 Complaints which have not been specifically recognized by us in writing do not release the customer from the obligation to pay. The customer only reserves the right to withhold payment or set off payment against counterclaims should his counterclaims have been recognized by us, are undisputed or have been legally proven.
3.10 Should the customer fall into partial or complete arrears with his financial obligations, he is obliged to pay interest on arrears of an annual rate of 8% over and above the basic interest rate according to the BGB irrespective of all further rights pertaining to our party from this moment onwards, should we not bring evidence of a greater loss. In addition, legal regulations are valid for debtor’s delay.
3.11 The price for deliveries outside SWITZERLAND will be regularly agreed in each individual case. Customs duty, consular fees, and further taxes, charges, fees and any other costs ensuing from regulations in force outside SWITZERLAND will be charged to the customer. Any ensuing extra charges for a higher rate of VAT will be charged additionally.
3.12 We are only obliged to adhere to foreign regulations regarding packing and packaging, weighing and customs, should the customer have informed us of these regulations in advance. Additional charges resulting from these regulations will be charged to the customer.
4. Delivery terms
4.1 SWISSAVANS shall deliver the goods at the place of delivery in accordance with the terms stated on the order confirmation. Failing such indication, the goods shall be delivered Ex Works (Incoterms 2010).
4.2 SWISSAVANS shall deliver the goods at the date stated on the order confirmation. Failing such indication, the goods shall be delivered at the time SWISSAVANS deems appropriate.
4.3 Any delivery dates indicated by SWISSAVANS are non-binding and based on the conditions prevailing at the time the order is placed and under the assumption of normal supply and manufacturing conditions. In no event SWISSAVANS shall be liable for any damages of Buyer or other Persons due to delay in delivery or non-delivery. Delay in delivery shall not relieve Buyer of its obligation to accept delivery thereof.
4.4 In case of advance payments for an obligation to deliver, SWISSAVANS shall be liable in maximum up to the received amount per annum for a proven damage due to delay in delivery and only in case of default of SWISSAVANS. Clause 9 and 10 remain provided.
4.5 All transportation shall be at the expense of the Buyer. SWISSAVANS reserves the right to ship products freight collect and to select the means of transportation and routing.
4.6 SWISSAVANS may insure to full value of the products or declare full value thereof to the transportation company at the time of shipment and all freight and insurance costs shall be for Buyer’s account.
5. Transfer of risk and property
5.1 Risk of loss and damage shall pass to Buyer upon delivery. Confiscation or destruction of, or damage to products shall not release, reduce or in any way affect the liability of Buyer therefore.
5.2 Title shall remain with SWISSAVANS until Buyer has made payment in full in accordance with the terms thereof. SWISSAVANS has the right to have title to the products delivered to Buyer registered in such register as SWISSAVANS may deem appropriate.
6. Acceptance / Returns
6.1 Goods delivered by SWISSAVANS shall be deemed accepted by Buyer unless notice of defect or nonconformity is received by SWISSAVANS within 10 working days of upon receipt.
6.2 Claims concerning defects that could not be discovered by delivery despite accurate inspection of the goods must be made in writing and received by SWISSAVANS within 10 working days from discovery of the defects but in no event later than 10 working days from the expiration of the shelf life date indicated on the goods.
6.3 In case of duly proven defective goods, SWISSAVANS shall, at its choice, either replace or repair at its own costs such defective goods, or refund the Buyer the price paid. Costs or the price paid by Buyer for such defective goods shall be reimbursed to Buyer.
6.4 Before any products are returned for repair and/or adjustment, written authorization must be obtained from SWISSAVANS or its authorized representative for the return and instructions as to how and where these products should be shipped.
6.5 SWISSAVANS reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been shipped by non-acceptable means of transportation.
6.6 When any product is returned for examination and inspection, or for any other reason, Buyer shall be responsible for all damage resulting from improper packing or handling, and for loss in transit, notwithstanding any defect or nonconformity in the product.
6.7 In all cases, SWISSAVANS has sole responsibility for determining the cause and nature of failure, and SWISSAVANS’ determination with regard thereto shall be final.
h) If it is found that SWISSAVANS product has been returned without cause and is still serviceable, Buyer will be notified and the Product returned at its expense, in addition, a charge for testing and examination may be made, in sole discretion of SWISSAVANS, on any Product so returned.
7. Storage of goods
Storage of SWISSAVANS goods, both before and after title passes to the Buyer, must be in accordance with the requirements stated on each pack, e.g. refrigerated and cool storage facilities for specified goods must be provided.
8. Limited warranty
8.1 SWISSAVANS warrants that the goods shall conform to standard specifications of SWISSAVANS in effect on the date of shipment, or to the specifications agreed with Buyer, if any.
8-2 SWISSAVANS warrants that, to its best knowledge, the goods do not infringe any third party’s patents.
8.3 All other warranties, expressed or implied, with respect to the goods are disclaimed.
9. Limited liability
9.1 Any liability of SWISSAVANS out of this contract by any reason shall be expressly limited to the purchase price effectively paid by the Buyer to SWISSAVANS for the quantity of goods in respect of which any claim is made.
9.2 Furthermore under no circumstances shall SWISSAVANS be liable for special, incidental, indirect or consequential damages (including but not limited to loss of profits, revenues, etc.) incurred by Buyer or any third party.
10. Force majeure
No liability shall result from delay in performance or non-performance by SWISSAVANS caused by circumstances beyond its control, including, without limitation, acts of God, fire, flood, explosions, riots, wars, perils of the sea, labor troubles, machinery breakages, government actions or prohibitions, shortage of raw materials or energy at reasonable cots, and/or traffic stoppages.
11. Compliance with laws
Buyer agrees that it shall be its responsibility to comply with all applicable laws and regulations relating to the products of SWISSAVANS, once they have been purchased.
12.1 Failure by SWISSAVANS or Buyer to enforce any right which it may have in any instance shall not be deemed to be a waiver of any right it may have in any instances.
12.2 Whenever possible, each provision of these Terms and Conditions of Sales shall be interpreted in such a manner as to be effective and valid under applicable law. The determination by any court of competent jurisdiction that one or more of the sections or provisions of these Terms and Conditions of Sales are unenforceable shall not invalidate the Terms and Conditions of Sales, and the decision of such court shall be given effect so as to limit to the extent possible the sections or provisions which are deemed unenforceable.
12.3 Buyer shall not assign its rights or delegate its performance hereunder without the prior written consent of SWISSAVANS.
13. Applicable law
13.1 All contracts shall be construed under and governed by Swiss Law. The United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980, is excluded.
13.2 All disputes under any contract not otherwise resolved between SWISSAVANS and Buyer shall be resolved in the ordinary courts of Zurich, Switzerland, subject to appeal to the Swiss Federal Court in Lausanne.
13.3 However, SWISSAVANS shall have the right to bring an action against Buyer at SWISSAVANS’ domicile or before any other competent court
Basel Office (HQ)
Basel Grosspeter Tower
CH-4052 Basel, Switzerland
T +41 (0) 61 564 12 34
Christoph Merian-Ring 11
CH-4153 Reinach, Switzerland
T +41 (0) 61 271 70 70
F +41 (0) 61 271 70 71
Copyright 2012 © Swissavans AG. All rights reserved.