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Termini del Servizio

Condizioni di vendita

Genral conditions for delivery and payments for oneway Suisse GmbH, 8737 Gommiswald, Schweiz

A. General Stipulations
  1. We only deliver to our following sales- , delivery- and payment- conditions, even if ongoing business is not explicitly referenced to these conditions. Conflicting conditions of the customer are not valid for us , silence on order confirmations, which refer to different terms and conditions of the customer , is not to be regarded as consent. With the adoption of our delivery , the customer agrees to the exclusive application of our sales, delivery and payment agreement.
  2. All offers made by us are subject to change. Orders will only be accepted if they are confirmed in writing by us. Our order confirmation is decisive for the contract if we do not receive a written objection within 14 days of the date of our order confirmation , this does not apply if the confirmation of the order deviates so far from the order that a consent of the customer can not be expected.
  3. All agreements for execution of the contract must be in writing.
  4. If INCOTERMS ® are agreed for foreign business the dsfinions and explanations layed down by the International Chamber of Commerce in Paris, apply.
  5. The exchange of sterile products is excluded.
B. Prices and Payments
  1. Our prices are ex works Gommiswald , including transport packaging. To the agreed prices, the sales tax is added at the statutory rate for sales inside Switzerland.
  2. Except as otherwise mentioned in the acknowledgment to an order, prices are payable within 30 days of the invoice date. Repairs and contract work must be paid net immediately in any cases.
  3. For deliveries to customers based outside of Switzerland or supplies that are intended for export from the above areas, we are entitled to demand prepayment or the establishment of an irrevocable letter of credit an approved as customs and tax guarantor domestic Swiss Bank and the goods only to deliver against a letter of credit.
  4. The acceptance of checks and foreign currency in cash is done for payment replacement only. All costs and expenses for discounting or cashing of the checks or changing and depositing currencies are covered by the customer. Payments in USD are not accepted in general.
  5. If we become aware of circumstances which put into question the creditworthiness of the customer , all our claims become due for payment immediately. In this case , we have the right to demand irrespective of the duration checks accepted cash in exchange for the checks immediately. Our statutory rights are not affected.
  6. The customer is not entitled to assert against our claims a lien or offset , unless the counterclaims are explicidly accepted by us or subject to a declaratory judgment.
C. Delivery , Transfer of Risk and Acceptance
  1. The dispatch is always at the expense and risk of the customer. The deliveries are insured only at the expressed request of the customer and at his expense against damage or loss.
  2. The risk passes to the customer upon delivery of the item leaves our factory , even if partial deliveries are made. In the case of collection by the customer , the risk is already on his side after the goods are on display as as shipment, even in our warehouse, our premises, or in front of it.
  3. Delivered goods, even if they have minor defects , have to be accepted by the customer, without prejudice to its rights under Section F. of these Conditions of Sale, Delivery and Payment.
D. Delivery Time
  1. The compliance times for deliveries or services ( delivery times , so delivery dates and deadlines ) requires the fulfillment of the contractual obligations and obligations of the customer. Therefore delivery times begin upon receipt of our order confirmation to the customer , but not before the customer has supplied the documents, data , etc., and also not before receipt of an agreed security , postpone delivery in these cases accordingly. After conclusion of the contract agreed upon changes or extensions to the original delivery or performance scale extend or postpone the initial delivery periods and delivery dates, respectively. Making timely payments of older invoices is part of the customers contractual obligations.
  2. The delivery time is met if prior to the expiry of the delivery date the items have left our factory or the possible dispatch has been notified to the customer. Partial deliveries are allowed.
  3. Late delivery and performance due to force majeure or due to labor disputes, governmental interference , malfunctions , material procurement and energy supply problems or other unforeseeable , extraordinary and undeserved circumstances , regardless if these events happen in our premisses or those of our suppliers, extend the delivery period by the duration of those interferences. This does not include cases in which we have made our commitment, despite knowing the circumstances and without taking reasonable measures to prevent or avoid the performance interference, or if the disability to perfom caused by us. Consistent with the above mentioned provisions we are not liable, if the circumstances are not caused by us , if they occur during an already existing delay. On these regulations we can only invoke if we notify the customer of the entry and the expected duration of such delay and defaults.
  4. If the customer damage arises due to a delay that is caused by us , he shall be entitled to compensation. The amount of damages is limited to 1 % for each full week of delay - some days proportionately - more than 10% of the contract value. This does not affect our liability under Section G. 2 and 3 of this sale, delivery and payment.
E. Retention of title
  1. The delivered goods remain our propery until full payment of all claims from the business relationship with the customer are done (conditional object).
  2. Until ownership of the customer to insure the reserved goods against loss. The customer hereby assigns all rights under the relevant insurance contracts and its claims against its insurer to us. We accept the assignment.
  3. The customer may neither pledge the reserved item or by way of security. In case of seizure or other disposition , the customer must notify us immediately. in case of breach of contract by the customer, especially in case of default , we are entitled to take back the reserved items after reminder. This also applies if the customer over-indebtedness or insolvency are available, the opening of insolvency proceedings being requested or otherwise materially deterioration of economic conditions. The assertion of title and a seizure of the reserved goods by us shall not constitute withdrawal from the contract.
  4. The customer is entitled to resell the reserved item in the ordinary course of business to its normal conditions. In the event of resale, we are already the demands of customers from resale to the amount of the invoice value (including VAT ) assigned. We accept the assignment. To collect these receivables , the customer is authorized after the assignment. The customer is in default of payment , application is made for the opening of insolvency proceedings, are at the customer's insolvency , cessation of payments or otherwise material deterioration of its financial situation , so go the right of resale and the collection authorization. In this case, we can also make use of our uncontaminated right to collect the assigned claims , use, and require the customer to inform debtors of the assignment. Regardless, we can at any time request that the customer gives us the assigned claims and their debtors , provide all information necessary for collection and hand over the relevant documents.
  5. Processing or transformation of the subject goods by the customer are always done for us. If the reserved item with other items not belonging processed , we shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other processed items at the time of processing. The same applies as for other reserved items (see above) in addition to the company created by processing.
  6. If the reserved item is connected with other items not belonging to us ina way that it becomes an integral part of a single object , we shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other combined objects at the time of the connection. If the connection in such a way that the object of the customer is to be regarded as the main item , it is agreed that the customer shall transfer proportionate co-ownership to us. The client keeps the joint ownership for us. The provisions for the connection apply in the case of mixing or blending. For the products resulting from mixing, blending or combining new things shall otherwise the same applies as for any other subject items (see above).
  7. We undertake to release the securities to which we are entitled insofar as their value exceeds the secured claims by more than 20%.
F. Warranty
  1. The customer shall inspect the delivered goods immediately upon receipt carefully and make any complaints without delay after discovery to us in writing.
  2. In the case of defective delivery or performance of the customer is entitled to remedy the defect or delivery at our option of conforming goods / production of a new work (replacement ). If the remedy is refused by us , or if it fails, or it is unacceptable to the customer or not made within a reasonable time determined by him/her , he/she may require reduction or withdraw from the contract by the customer 's choice. The cancellation is excluded if the defects are negligible. In addition, we are only liable under section G of this sale, delivery and payment.
  3. Warranty claims are excluded for natural wear and tear or if the delivery item has been modified in particular by fitting (connecting) of other parts and can not be excluded that the lack is due to this.
  4. Warranty claims shall expire after 12 months from delivery.
  5. We may refuse to correct deficiencies , as long as the customer is in default of its obligations. Retention due to any delivery defects up to twice the value of the remedial costs will not be affected by this stipulation.
G. Liability
  1. Claims for damages by the customer for all breaches of the obligation and tort are excluded , in particular with regard to consequential damages ( including lost profits ).
  2. Not affected is our liability for damages arising from injury to life, body or health, to claims under the Product Liability Act, for guarantees (except for out of warranty lying consequential damage ) and for all foreseeable damages , for cases in which we have acted with intent or gross negligence. For property damage due to simple negligence, we shall , as far as we are able to obtain coverage under our existing liability insurance.
  3. For culpable violation of essential contractual obligations we are liable in cases of ordinary negligence, however, only for the foreseeable , typically occurring damage and only to the extent of our liability insurance coverage
Performance, Jurisdiction and Applicable Law
  1. Exclusive place of performance for both parties is our headquarters CH- 8737 Gommiswald. Exclusive jurisdiction , the state courts. As far as our customers are merchants within the meaning of the Commercial Code or legal persons of public law , St. Gallen shall have exclusive jurisdiction. This does not apply for default actions. However, we are also entitled to make claims in any other legal jurisdiction, world-wide.
  2. The legal relationships with our customers are subject exclusively to the laws of Switzerland with the exception of the UN purchasing law.
Changes , severability clause
  1. The benefit of the customers regarding other existing burden of proof rules are not affected by these Conditions of Sale, Delivery and Payment.
  2. Changes to this sale, delivery and payment or other contractual agreements must be in writing.
  3. If any part of these Conditions of Sale, Delivery and Payment should be unapplicable by law or individual agreement the validity of the remaining provisions shall not be affected.
  4. In cases of dispute or diferences the german language version of this document is the one to be considered to be valid and applicable.