General Terms and Conditions of Sale and Delivery
(Edition 2020, 1.0)
- 1 Scope, Offers
1.1 These General Terms and Conditions of Sale and Delivery apply to all purchase and delivery contracts of SEALOVATION AG (hereinafter “Seller”) with its customers (hereinafter “Buyer”), unless otherwise agreed. They take precedence over any conflicting terms of the Buyer in all cases.
1.2 Offers are only binding upon our written confirmation.
1.3 The documentation and data relating to quality and characteristics included in the offer do not constitute warranties or guarantees and are only binding upon our express written confirmation.
1.4 Deviations of the delivery item from customer specifications are permitted in accordance with the technical standards confirmed by us in writing. - 2 Prices
2.1 Prices are only binding upon our written confirmation and are quoted excluding VAT, freight, postage, and packaging, unless otherwise agreed.
2.2 To partially offset order processing costs, a fee of CHF 40 will be charged for orders with a total value of less than CHF 100, unless otherwise agreed.
2.3 Orders are processed in writing (email, postal mail). The Buyer may, by agreement, place orders via an electronic marketplace; any costs incurred through the marketplace provider shall be borne by the Buyer. - 3 Payments
3.1 Invoices are payable net, without deduction, within 30 days from the invoice date, unless otherwise agreed in writing.
3.2 Any agreed discount applies only to the invoice value excluding VAT, freight, postage, and packaging.
3.3 The value date is decisive for compliance with payment terms and discount eligibility.
3.4 If the agreed payment term is not met, the Seller may, without notice, charge interest on arrears of 9% plus CHF 25 administration costs from the due date.
3.5 Failure to comply with the payment terms entitles the Seller, without prejudice to other rights, to suspend further deliveries. Furthermore, if there is reasonable cause to believe that the Buyer will not fulfill a substantial part of its obligations, the Seller may request advance payment for further orders.
3.6 Claims by the Buyer that are disputed by us or not legally established do not entitle the Buyer to withhold or offset payments. - 4 Deliveries
4.1 All purchase and delivery contracts are subject to the delivery condition EXW (Incoterms 2010) of the International Chamber of Commerce, unless otherwise agreed.
4.2 Delivery deadlines and dates are deemed met if the goods are handed over to the carrier before their expiration.
4.3 Delivery deadlines and dates shall be extended appropriately in the event of force majeure beyond the Seller’s control. This also applies if such circumstances arise with upstream suppliers. The Seller will inform the Buyer immediately in such cases. If performance of the contract becomes unreasonable for either party due to such circumstances, the party may withdraw from the contract.
4.4 Returns not caused by the Seller shall be at the Buyer’s expense.
4.5 The Seller is entitled to make partial deliveries unless otherwise agreed. Over- or under-deliveries of up to 10% of the agreed quantity are permitted.
4.6 If dispatch is delayed due to reasons attributable to the Buyer or if the Buyer refuses acceptance, the Seller reserves the right to store the goods at the Buyer’s expense and risk. - 5 Warranty, Liability
5.1 The Seller undertakes to execute the order in accordance with the contract and to fulfill its warranty obligations. Any further liability towards the Buyer for any damage (direct or indirect, immediate or consequential) is excluded to the extent permitted by law.
5.2 Complaints about defects must be submitted in writing immediately upon receipt of the goods, but no later than 8 days thereafter. In the case of hidden defects, the complaint must be submitted in writing immediately upon discovery, but no later than three months after receipt of the goods. If the complaint is not submitted in time, all warranty claims shall lapse. The Seller’s warranty is limited to manufacturing or material defects, which the Seller may remedy at its discretion either by repair or replacement. Claims by the Buyer for damages, rescission, or reduction of the purchase price are expressly excluded. If a replacement is not possible or is refused by the Seller, the purchase price will be refunded.
5.3 The Seller is not liable for transport damage to the goods. Such damage must be claimed directly from the delivering carrier. - 6 Limitation of Liability, Statute of Limitations
6.1 For breach of contractual or non-contractual obligations – in particular, impossibility, delay, culpa in contrahendo, and tort – the Seller shall only be liable, including for its employees, in cases of intent or gross negligence, and only for foreseeable damage at the time of contract conclusion, to the extent permitted by law. The Seller shall not be liable for loss of profit or consequential damage caused by defects.
6.2 Unless otherwise agreed, contractual claims of the Buyer against the Seller arising from or in connection with the delivery of goods shall expire one year after delivery. This period also applies to goods that, according to their intended use, are used for a building and have caused its defectiveness, unless this use was agreed in writing. Unaffected by this are claims based on intent or gross negligence and statutory recourse claims. In cases of replacement delivery, the limitation period does not restart. - 7 Intellectual Property Rights
7.1 The Seller retains ownership and copyright of offers, drafts, drawings, and other documents; these may only be made accessible to third parties with the Seller’s consent. Drawings and other documents belonging to offers must be returned upon request.
7.2 If the Seller delivers items based on drawings, models, samples, or other documents provided by the Buyer, the Buyer guarantees that no third-party intellectual property rights are infringed. Should third parties prohibit the Seller, citing such rights, from manufacturing or delivering such items, the Seller is entitled – without verifying the legal situation – to cease all related activities and, if the Buyer is at fault, to claim damages. The Buyer further undertakes to indemnify the Seller against all related third-party claims. - 8 Sample Parts, Molds, Tools
8.1 If the Buyer is to supply sample parts, molds, or tools for order execution, these must be delivered to the production site free of charge, defect-free, and in the agreed quantity (or otherwise in a reasonable surplus quantity to allow for rejects) in good time. If not, any resulting costs and consequences shall be borne by the Buyer.
8.2 The production of sample parts, including the costs for molds and tools, shall be at the Buyer’s expense, unless otherwise agreed in writing.
8.3 Ownership rights to molds, tools, and other equipment required for the manufacture of ordered parts shall be governed by the relevant agreements. If such molds, tools, or equipment become unusable before the order is fulfilled, the Seller shall bear the replacement costs.
8.4 For tools, molds, and other equipment provided by the Buyer, the Seller shall be liable with the same care as for its own property. Maintenance and care costs shall be borne by the Buyer. Regardless of ownership, the Seller’s obligation to store such equipment shall expire two years after the last production using the tool or mold. - 9 Final Provisions
9.1 Amendments and supplements to these terms require written form. This also applies to any waiver of this written form requirement.
9.2 Purchase and delivery contracts and the rights and obligations arising from them may only be transferred with the other party’s consent.
9.3 Unless specifically stated otherwise in the contract, the place of performance for all contractual obligations is the Seller’s place of business.
9.4 If one or more provisions of these General Terms and Conditions of Sale and Delivery are wholly or partially invalid for any reason, the remaining provisions shall remain unaffected. The parties shall agree on a replacement provision that comes as close as possible to the intent of the invalid provision.
9.5 All contracts shall be governed exclusively by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, and the Convention of June 15, 1955, on the Law Applicable to International Sales of Goods.
9.6 The place of jurisdiction is Zurich. The Seller reserves the right to bring legal action against the Buyer at the Buyer’s place of business or residence.
Appendix: Supplementary Terms and Conditions for Framework Agreements
- 1 Contract Duration
All framework agreements are based on a fixed term defined between the two contracting parties. - 2 Minimum Call-Off
The Buyer undertakes to purchase a fixed minimum quantity (minimum call-off) per item with each partial delivery. The minimum call-off amount shall be bindingly agreed before the conclusion of the contract. - 3 Availability
The Seller undertakes to reserve a quantity per item (availability quantity), as agreed with the Buyer, and to keep it in stock for immediate delivery upon request by the Buyer. - 4 Number of Call-Offs
The contracting parties agree on a fixed number of partial deliveries (call-offs) for the duration of the framework agreement. If the Buyer subsequently requires additional call-offs, the Seller shall be entitled to charge a logistics fee per additional partial delivery to cover the resulting effort. - 5 Purchase Obligation
The Buyer is obligated to call off the entire contractually agreed quantity within the contract period. In the event of non-compliance, the Seller is entitled to deliver the remaining goods upon expiry of the contract period and to invoice the Buyer accordingly. - 6 Prices
If the raw material price index changes during the contract period according to the WDK index and kiweb.de index (raw material index of the German Rubber Industry Association and Kunststoff Information Verlagsgesellschaft mbH), the Seller reserves the right to adjust prices. The Seller will inform the Buyer in advance.