General Terms and Conditions (GTC) of Perfosan AG

General Terms and Conditions (GTC) of Perfosan AG
(hereinafter referred to as the supplier)

1. Validity of the terms and conditions

The general terms and conditions are based on Swiss law and apply within Switzerland, provided that the parties expressly or tacitly recognize them. Changes and side agreements are only effective if they are confirmed in writing by the supplier.

If a contract is concluded and the customer also submits terms and conditions, the corresponding points apply. A written agreement will be made with regard to the deviating components.

These terms and conditions apply indefinitely, as long as they have not been changed by the parties in a written agreement.

In addition, the provisions of the OR on the purchase contract ( Art. 184 ff. OR ) as well as other Swiss laws and ordinances apply. Should a provision of this contract be or become ineffective or the contract contains a loophole, the legal validity of the remaining provisions remains unaffected. In place of the ineffective provisions, an effective provision is deemed to have been agreed from the start that comes closest to the economic one intended by the parties. The same applies in the event of a loophole.

2. Offers from the supplier

Price lists and brochures contain non-binding information and guide prices. Information given over the phone has no longer-term validity unless it is clearly an offer. Offers made in writing, by telephone, in a personal conversation, by fax or by e-mail are considered binding. If the customer requests deliveries, products or services that are not included, these will be invoiced additionally.

An offer is valid for 30 days, unless otherwise agreed in writing. All documents and samples submitted with the offer remain the property of the supplier. Third parties may not be allowed to inspect the offer documents without the consent of the supplier. Information given by the supplier as a guideline is non-binding and is only intended to be used to estimate the order of magnitude.

An offer is accepted if the customer declares this in writing, by telephone, fax, e-mail or in a personal conversation. The supplier confirms acceptance in writing by fax or email.

If the customer requests a change to the order confirmation, the supplier will inform him within two weeks whether the change is possible and what effects it will have on the provision of the services, the dates and prices. The supplier is bound to an offer to change the service for two weeks. The change does not apply to products that have already been delivered.

3. Dates

The supplier undertakes to deliver the agreed products to the customer on the dates specified in the order confirmation, while the customer undertakes to accept and pay for these products at the predetermined time.

The dates will be postponed appropriately if obstacles occur that are beyond the will of the supplier; such as natural events, mobilization, war, riots, epidemics, accidents and illness, significant operational disruptions, labor disputes, late or incorrect deliveries and official measures.
In the event of other delays, the customer can

  1. Refrain from further deliveries: He must inform the supplier of this immediately.
  2. Request partial deliveries, if possible: This must be agreed immediately.
  3. Set the supplier a reasonable deadline for subsequent performance: If the supplier does not meet this deadline by the end of this period, the customer may, if he declares this immediately, waive the subsequent performance or withdraw from the contract.

The supplier must inform the customer of any delays as soon as possible. Any compensation will be calculated in accordance with Art. 191 OR .

4. Fulfillment of the contract and terms of delivery

The order confirmation is decisive for the scope and execution of the delivery. The supplier delivers the products in the version ordered.
Unless a special place of performance has been agreed by the parties or is evident from the nature of the business, delivery is deemed to be the provision of the products at the supplier’s headquarters

Unless a special acceptance procedure has been agreed, the customer must check the products himself and report any defects in writing. If the customer fails to notify us within two weeks of delivery, the products are deemed to be free of defects in all functions and the delivery as approved. The customer is then obliged to pay on time.

The minimum order value is CHF 100.00 (excluding VAT and order fee). Up to an order value of CHF. 300.00 (excluding VAT) will be a flat-rate order fee of CHF. 12.50 charged.

Only whole sales units can be ordered and delivered. The delivery area covers the whole of Switzerland and the Principality of Liechtenstein.

5. Prices and terms of payment

The prices are specified in the offer. If required by law, VAT will be added.

The customer is obliged to pay within the agreed payment period of 30 days net from the invoice date. The same applies to service expenses.
If the terms of payment are not complied with, the supplier is entitled

  1. Immediately make claims against the customer
  2. or to request securities for all outstanding claims
  3. and / or to carry out outstanding deliveries only against prepayment.

If security deposits or payments have not yet been made even after a reasonable grace period has expired, the supplier can withdraw from the contract even if the goods or a part of them have already been delivered.

If the customer does not meet the terms of payment, the supplier is entitled to demand compensation.

The customer may offset counterclaims against the supplier if these are due or a legally binding court ruling is available.

If the customer does not meet the payment deadline, he has to pay default interest of 5% pa from the due date without a reminder. As of the second reminder, an additional processing fee of CHF 25.00 per reminder will be charged.

6. Warranty

The supplier undertakes to take care and deliver the products in good quality. He also undertakes to carefully select, train and professionally work the employees deployed and to monitor them.

In the event of defects in the delivered items, the customer can demand conversion or reduction in accordance with the OR, or goods of the same type as replacement. The provisions of the OR apply.

Defects and malfunctions for which the supplier is not responsible, such as natural wear and tear, force majeure, improper handling, interventions by the customer or third parties, excessive use, unsuitable equipment or extreme environmental influences are excluded from the guarantee.

If the customer resells the products, he is responsible for compliance with domestic and foreign export regulations. If the customer changes the resold products, he is liable for the resulting damage to the supplier, the buyer or third parties. The provisions of the Product Liability Act remain reserved.

7. Duty to provide information

The parties draw each other’s attention in good time to special technical requirements as well as to the legal, official and other regulations at the destination, insofar as they are important for the execution and use of the products. Furthermore, the parties inform themselves in good time about obstacles that call the contractual fulfillment into question or lead to inexpedient solutions.

8. Final provisions

The place of jurisdiction is the seat of the supplier. However, the supplier may also call the court at the customer’s registered office.
The parties will endeavor to amicably resolve any disputes that may arise from the implementation of this contract.

Perfosan AG, October 2011