General Terms and Conditions
§ 1 Scope of application
(1) The present Terms and Conditions of Business contain the only applicable provisions between the Company and Qvendo AG, insofar as the said Conditions have not been modified between the Parties in writing. Deviating or conflicting provisions shall only be effective where we have expressly agreed to their validity.
(2) Our General Terms and Conditions of Business shall also apply if we make delivery to the Customer without reservation, even where we have knowledge that the terms of the Customer conflict with, or deviate from, our Conditions of Sale and Delivery.
(3) Our General Terms and Conditions of Business shall apply only to Entrepreneurs
(4) Where we have an ongoing commercial relationship with the Customer, our General Terms and Conditions of Business shall also apply to all future business with the Customer.
(5) Amendment to the present Terms and Conditions of Business shall be notified to you in writing or email. If you do not contest such amendments within four weeks of receipt of their notification, you shall be deemed to have accepted the said amendments. In the event of amendments to the present Terms and Conditions of Business, you shall be advised specifically on your right to object and the legal consequences of remaining silent.
§ 2 Offers, Conclusion of the Contract
Our offers shall be non-binding. Should your order be deemed an offer under the terms of the Swiss Civil Code we may accept this offer within a period of two weeks. The Contract shall become binding only upon our written confirmation in accordance with the contents of the written confirmation or through delivery.
§ 3 Prices and Terms of Payment
(1) Unless otherwise agreed in writing or confirmed by us in writing, all payments shall be made in cash upon delivery, net plus statutory Value Added Tax applicable at the time without any deduction (cash on delivery or personal delivery). In other cases, the purchase price should be paid in advance or by instant bank transfer when ordering. Cheques, bills of exchange and other payment instructions are not accepted.
(2) Prices are “ex works” without packaging, unless otherwise agreed, plus statutory Value Added Tax applicable on the date of delivery.
(3) The Customer shall have a right of offset or retention only where the Customer’s counterclaim is undisputed, accepted by us, legally established or ready for decision.
(4) Where a Sales Contract concluded with the Customer is annulled by reason of payment default by the Customer, the Customer shall usually be obliged to pay us compensation for the resultant loss in the sum of 10 – 20 % of the net invoice amount or agreed in the Confirmation of Order / Order Agreement. The Customer shall be entitled to provide evidence that we suffered no loss or a significantly lower loss. We shall be entitled to provide evidence that we suffered a higher loss.
§ 4 Delivery period
(1) We shall delivery goods in accordance with our agreements with you. Shipping costs shall be shown separately on our invoice. Delivery deadlines and delivery periods are only binding if these are confirmed in writing by us.
(2) Where we fail to deliver the goods or fail to deliver the goods in accordance with the contract, you must provide an extended deadline for us to provide the service.
(3) In the event of measures within the framework of industrial disputes, in particular, strikes and lock-outs, and in the event of unforeseen obstacles that lie beyond our control, for example, force majeure events or non-delivery to us, the delivery period shall be extended accordingly. The same shall apply if our suppliers are affected by the said circumstances. Where our performance of the contract is wholly or partly impossible for the above-mentioned reasons, we shall be released from our obligation to deliver. We shall not be deemed responsible for the abovementioned circumstances even if they occur when we are already in default.
(4) Where the Customer has agreed to collect goods and defaults in doing so, we shall be entitled to invoice the Customer at a daily rate corresponding to pallet storage space in the sum of 5.00 euros per day, to a maximum total of 15,000 euros, plus a handling fee in the sum of 30.00 euros. The Customer shall be entitled to provide evidence that we suffered no loss or a significantly lower loss. We shall be entitled to provide evidence that we have suffered a higher loss.
§ 5 Transfer of Risk / Shipping
(1) Insofar as the Acceptance of Order does not provide otherwise, delivery “ex works” shall be agreed.
(2) The risk of accidental loss or deterioration of the object of sale transfers to the Customer as soon as the goods leave our plant or our storage facility. Where shipment is delayed for reasons that fall within the Customer’s scope of responsibility, risk transfers to the Customer on the date that the shipment was ready for dispatch.
(3) Where the Customer fails to accept the contractual object as scheduled, we shall be entitled to set an appropriate further period for the Customer’s acceptance. Upon expiry of the said period, we shall be entitled to dispose of the contractual object.
§ 6 Defect and Warranty
(1) Where delivered goods are defective, you shall be entitled to demand supplementary performance within the scope of legal provisions. We shall be entitled to choose the type of supplementary performance. Where supplementary performance fails, you shall be entitled to a reduced sale price or to withdraw from the contract. Warranty rights only exist where you fulfil in a proper manner your obligations to examine shipments and to report defects under Commercial Code. Reports of defects for visible defects must be provided to us in writing (or email) within one week of receipt of the relevant delivery. Similarly, hidden defects must be reported in writing (or email) within two weeks of their discovery.
(2) The affected goods must be returned to us in their original – or equivalent – packaging.
§ 7 Limitation of Liability
(1) We shall be liable for wilful intent and gross negligence. Furthermore, we shall be liable for negligent breach of a contractual duty, the fulfilment of which mainly facilitates proper performance of the contract and infringement of which jeopardizes fulfilment of the purpose of the contract and on the fulfilment of which you, as Customer, regularly rely. In the latter case, we shall be liable only for foreseeable damages typical under this type of contract. We shall bear no liability for minor negligent breaches other than those in the foregoing paragraphs. (
2) The foregoing exclusions of liability shall not apply in the event of damage to life, limb and health. Liability under product liability laws remains unaffected.
(3) Insofar as our liability for damages is excluded or limited, the exclusion or limitation shall also apply with respect to the personal liability of our staff, employees, clerical workers and agents to pay damages.
§ 8 Retention of title
(1) Goods shall remain our property pending full payment. If you are in default of payment by more than 10 days, we shall be entitled to withdraw from the contract and to demand return of the goods.
(2) You are entitled to resell goods subject to retention of title in the normal course of business. In such cases, you shall assign all claims from such resale in the amount of the balance of our claim, regardless of whether the resale took place before or after any processing of the delivered goods subject to reservation of title. Notwithstanding our right to collect the claims ourselves, you shall remain entitled to collect the assigned claim. We shall not collect the claim provided and to the extent that you fulfil your payment obligations and do not enter into default of payment and provided that no application for insolvency proceedings has been made and payments have not been suspended. Where such circumstances arise, we can demand that you inform us of the assigned claims and the debtors, providing us with all information and documentation necessary for collection and inform the debtors of the assignment.
§ 9 Final provisions
(1) Amendments and supplements to the present Terms and Conditions of Business shall require the written form. The same shall apply for suspension of the requirement of the written form.
(2) The applicable law shall be the law of Switzerland with exclusion of UN Sales Law (CISG).
(3) The place of performance shall be our actual business location. The exclusive place of jurisdiction for all disputes arising under or in connection with the present Agreement shall be Basel / Switzerland
General Terms and Conditions of Purchase Qvendo AG
§ 1 General
Our terms and conditions of purchase apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our terms and conditions of purchase, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept the deliveries to us without reservation in the knowledge of conflicting or deviating terms and conditions of the supplier.
§ 2 Governing Law
The purchase contracts concluded by us shall be governed by Swiss law to the exclusion of the UN Sales Law and the referral provisions of Swiss private international law.
§ 3 Assignment prohibition
Debts against us from purchase contracts may not be assigned to third parties.
§ 4 Place of performance
The place of performance for all claims arising from the purchase contract concluded by us is always our registered office in CH 4054 Basel / Switzerland. This applies in particular to warranty claims for defects and claims for damages that we assert.
§ 5 Place of jurisdiction
The place of jurisdiction for all legal disputes arising from the purchase contract concluded by us is the court with local and material jurisdiction for CH 4054 Basel.
§ 6 Severability clause
Should one or more provisions of the purchase contract, including our General Terms and Conditions of Purchase, be or become invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.