1. General These conditions of sale are mutually valid and applicable between SFS unimarket AG as the vendor and the customers. Other conditions shall apply only if they have been expressly agreed in writing by both parties.
2. Prices The prices quoted in our documents are those stated in the valid price lists at the time of going to press or publication of the catalogue or documents. Price adjustments to take account of changed market circumstances, inflation or exchange rate changes are reserved at any time without prior notice. Offers which do not specify a particular time limit for acceptance are valid for 14 days from the date of the offer. • Our selling prices are quoted excluding VAT. • The minimum net value of goods ordered necessary to cover costs is CHF 30.-. We reserve the right to debit cost differences subsequently. • For partial packaging units, we charge a supplement to cover the additional expenditure involved.
3. Standards The dimensions and text indications and the illustrations given in our documents are not binding. DIN, ISO and VSM or SN standards are binding. Foreign customers must inform us of the legal standards and official instructions which apply to the delivery, equipment or use of the ordered goods. This obligation to provide information extends in particular to: • provisions on the characteristics and use of the delivered goods. • safety regulations. • health policy provisions.
4. Special production The customer has sole responsibility for the accuracy of drawings, designs, models or samples and the indications made available to us about them. In addition, the customer accepts responsibility for the manufacture and delivery of the products in such a way that protected commercial rights of third parties are not breached. Offers and confirmations for special parts are always made on the basis of our estimate of the manufacturing cost. We reserve the right to withdraw from the contract of delivery if unforeseen difficulties occur during manufacture which cannot be resolved by us at reasonable cost. All expenses in excess of normal consultation are not included in the price and will be invoiced separately unless otherwise agreed.
5. Delivery lead-times and delivery obligations The products contained in our documents are generally available ex-stock, although this cannot be guaranteed by us. Products which are not contained in our documents are offered by us to you on request. The delivery lead-times are set after careful evaluation but are not binding. Claims for compensation on grounds of late delivery will not be entertained. Even in the case of late delivery, the customer is required to accept the goods, save where otherwise agreed. The obligation to deliver exists only on the basis of our order confirmation. Unforeseen events in the nature of force majeure such as war, international tension, riot, shortage of raw materials, interruption of production, epidemic, strikes, etc. and other events beyond our control or that of our supplier works release us from the obligation to make either partial or complete delivery. Deliveries on call are binding only if they have been expressly agreed.
6. Packaging Packaging is charged at cost price and is not taken back. This does not apply to EURO pallets, boxes and packing cases which are exchanged or credited. In the absence of special instructions we will select the means of packaging which appears most advantageous to us.
7. Despatch Goods are despatched for the account and at the risk of the customer. Unless otherwise instructed, we will choose what seems to us to be the most advantageous method of consignment. For express consignments, we charge the additional freight costs. Return consignments for which SFS unimarket AG is not itself responsible will only be accepted by prior agreement, failing which a handling charge of at least CHF 30.- will be made. Return consignments with a goods value of less than CHF 50.- and specially produced parts as well as items, which are not in the SFS-catalog, cannot be accepted.
8. Payment terms Payments must be made net within 30 days of the invoice date. Unjustified deductions will be charged subsequently in every case. In the event of late payment, we will charge 5% interest on the arrears. If the commercial rate of interest on unsecured current account credits with Swiss banks is higher than this, the higher rate will apply.
9. Reservation of ownership The goods delivered by us remain our property until full payment has been made for them. If, under the applicable legal regime, entry in a special register is needed to justify the reservation of ownership, we are authorised to apply for such a register entry. Goods which have not been paid for in full shall not be sold on or pledged or otherwise charged with the rights of third parties. Sale in the framework of the ordinary business activity of the purchaser is reserved. In that case, the purchaser assigns his claim to the purchase price to us.
10. Complaints We comply with the technical conditions of delivery stipulated in DIN 267 or ISO 898. The customer must inspect the delivery immediately and notify to us defects which are found within two working weeks of receipt of the delivery; concealed defects must be notified in writing within the same period after discovery. In the case of justified complaints or incorrect deliveries, the consignee must allow us a reasonable period to make delivery in a manner compliant with the contract. However, instead of making a replacement delivery, we reserve the right to issue a credit note in so far as the goods have not undergone further processing. The customer has no entitlement to compensation or cancellation of the contract.
10a. Warranty We give a warranty only to the extent provided in the supplier’s scope of liability. All further warranty claims are declined. Warranty claims due to defects of the goods lapse in any case one year after delivery unless other legal provisions apply. Damage resulting from improper storage, natural wear and tear, deficient processing and disregard of instructions is excluded from the warranty. Modifications or repairs performed without our written consent release us from warranty obligations.
11. Product liability All product liability claims are waived in so far as this is permitted under the applicable legal provisions. We shall only be liable for claims for compensation if the damage was caused by our deliberate action or by gross negligence on our part. This shall likewise apply to any organizational fault. Liability for secondary damage caused by defects of all kinds is declined to the extent that this is permitted by law. This applies in particular to indirect prejudice and loss of profit.
12. Cancellation The cancellation of orders requires our express written agreement. Complaints about a consignment do not give grounds for cancelling remaining deliveries of a particular order. We are entitled to withdraw from delivery obligations if we regard the financial situation of the customer as being worse than had originally been supposed and also if this situation is different from that explained to us.
13. Place of performance The place of performance for deliveries is the particular place of distribution of SFS. The place of performance for payments is CH-9435 Heerbrugg.
14. Binding original text Should there be differences between the German terms and conditions of sale and those drafted in other languages, the German original text shall prevail.
15. Copyright in the catalogue The graphic design and article number system used in our catalogues or documents are protected by copyright. Reprints and duplications of all kinds, including by way of extracts, are permitted only with the written consent of SFS unimarket AG, CH-9435 Heerbrugg.
15a. Partial invalidity If one or more provisions of these terms and conditions should be invalid, illegal or otherwise ineffective, this does not entail the invalidity of the contract as a whole. The invalid provision will be replaced by the relevant legal provision.
16. Place of jurisdiction The place of jurisdiction is CH-9434 Au/SG. Our contracting partners expressly waive the jurisdiction at the place where they have their registered office.
17. Applicable law Only Swiss law, and in particular the Swiss Law of Obligations, shall apply. The UN Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded. SFS unimarket AG, CH-9435 Heerbrugg, November 2013