Terms and Conditions
General Terms and Conditions of InnoPlastics AG, Hörnlistrasse 1, CH-8360 Eschlikon
Valid from 01.01.2014
These terms and conditions of delivery shall be deemed to be the contractual content, even if these are contrary to the buyer's general terms and conditions, unless otherwise agreed in writing.
TREATMENT OF CONTRACT
The contract shall be deemed concluded if the seller has sent a written order confirmation after receipt of the order.
The offers of the seller are valid.
HAZARDS OF ACCIDENT
The date of the transfer of risks is determined in the following cases as follows:
a) In case of sale "ex works", the risk passes from the seller to the buyer when the goods are made available to the buyer. The seller must notify the buyer of the time from which the goods can be dispensed with. This notification must be made in a timely manner so that the purchaser can take the necessary measures immediately;
b) in case of sale "frontier" or "destination" or on sale "freight free up to ...", the risk shall pass from the seller to the buyer at the time the goods loaded with the goods are taken over by the first freight carrier;
c) in case of sale "fob" or "cif" or "c & f", the risk passes from the seller to the buyer if the goods have actually crossed the rail of the ship in the agreed port of shipment.
Unless otherwise agreed, the goods are sold as "ex works".
In the absence of deviating agreements, the delivery period begins with the latest of the following dates:
a) Date of the order confirmation
b) At the time of the technical, commercial and financial conditions to be created by the Purchaser.
c) Receipt of the deposit to be paid by the buyer.
The seller is entitled to carry out partial and preliminary deliveries.
In the cases of Art. 8.1, the delivery period shall be extended in an appropriate manner, but the Seller shall, at its discretion, also have the right to withdraw from the contract.
If the Purchaser does not accept the goods delivered in accordance with the contract at the contractually agreed location or at the contractually agreed time and the delay is not caused by an act or omission by the seller, the seller may either demand performance or set a deadline for acceptance of the contract step back. If the goods have been segregated, the seller can carry out the storage of the goods at the expense and risk of the buyer. The seller is also entitled to demand reimbursement for all expenses incurred by the contractor for the performance of the contract which are not offset in the purchase price.
Unless otherwise agreed, the prices are ex works of the seller.
Payments shall be made in accordance with the agreed payment terms. Unless a different payment terms and conditions have been agreed in accordance with the seller's written order confirmation, the purchase sum shall be payable 30 days after delivery without any deduction.
The buyer is in no case entitled to withhold or offset the payment due to alleged counterclaims, irrespective of the legal basis or warranty or other claims.
If the Purchaser is in default with an agreed performance, the Seller shall have the right,
a) postpone the fulfillment of their own obligations to the effect of the back payments or other services,
b) to pay the entire open purchase price,
c) as far as the buyer is concerned, there is no basis for relief within the meaning of Art. 8; from maturity default interest in the amount of 5% in accordance with Art. 104 of Art.
d) withdraw from the contract by setting a 14-day grace period.
Until the full payment of all claims by the Seller against the Buyer, the delivered goods remain the property of the Seller. The right of ownership extends also to products, which are manufactured from the goods supplied by the seller. The buyer is obliged to take all measures to protect the seller's property and to refrain from anything that could affect the seller's rights. The saleswoman is to be notified immediately of any hazards to the property.
WARRANTY AND PRODUCTIVITY
The buyer is obligated to immediately check the delivered goods immediately and to immediately notify the Seller in writing of defects, if any, warranty and damages claims are excluded. In particular, the purchaser shall also be obliged to carry out necessary samples and to check the delivered goods for the agreed quality and quantity characteristics. Notices of defect shall be given in writing. In addition, the Purchaser is obliged to send the Seller the documents, samples, etc. required to determine the defects.
In the event of a justified complaint, the seller shall be entitled, instead of withdrawing from the contract by the buyer, to deliver the goods in exchange for the defective goods within the normal delivery time.
The seller is not liable for damages resulting from the defectiveness of the delivered goods. Liability for defects of any kind is expressly excluded, unless the damage event is due to gross negligence or intent on the part of the seller.
Notice of defect shall be accepted only within 60 days after delivery.
(The quality of the material can no longer be guaranteed)
DISCHARGE OF SOLUTIONS
The following circumstances shall be regarded as grounds for relief if they arise after the conclusion of the contract and are contrary to its fulfillment: conflicts of work and all circumstances independent of the parties such as fire, mobilization, confiscation. Embargo, prohibition of currency transfer, insurrection, lack of means of transport, general lack of supplies, production-related changes, restrictions of energy consumption.
The consequences of these circumstances with regard to the parties' obligations are laid down in Article 4.
PLACE OF JURISDICTION, PLACE OF PERFORMANCE
The court of jurisdiction for all disputes arising indirectly and directly from the contract or the contract without consideration for the amount of the dispute is the court in CH-9542 Münchwilen.
The parties may also agree on the jurisdiction of an arbitral tribunal.
Should individual items of these terms of delivery violate mandatory requirements, the remaining contractual provisions remain fully upheld.
The place of performance shall be the seller's place of business for delivery and payment, even if the transfer takes place in another place as agreed.
Only the Swiss law shall apply to the contract.