General Terms and Conditions

1. scope of application

These General Terms and Conditions of Sale and Delivery apply to all legal transactions concluded by Plastigum AG (hereinafter referred to as "Seller") with another company or with end consumers (hereinafter referred to collectively as "Buyer"). They apply both to the delivery of goods and, mutatis mutandis, to the provision of services. Deviations from the General Terms and Conditions of Sale and Delivery shall only be effective if recognised in writing by the Seller. The Seller does not recognise any terms and conditions other than its own. The Buyer expressly waives the right to assert its own terms and conditions of purchase or delivery.

2. offer - offer documents

2.1 The Seller's offers are non-binding. The information in the Seller's catalogues, ring binders, brochures, price lists, etc. is non-binding.

2.2 Offers that do not include an acceptance period are non-binding. Tacit acceptance is excluded

2.3 Offers that do not contain a validity period are valid for a maximum of 3 months

3 Conclusion of contract

3.1 The contract shall be deemed concluded when the seller has executed a written order confirmation or dispatched a delivery to the buyer after receiving the buyer's order. The content of the contract shall be determined exclusively by the text of the order confirmation, the content of the delivery and these General Terms and Conditions of Sale and Delivery.

3.2 The information contained in the Seller's catalogues, drawings, brochures and the like as well as other written or oral statements made by the Seller shall only be authoritative if and to the extent that they are expressly referred to in the order confirmation.

3.3 Subsequent amendments and additions to the contract shall require the written confirmation of the Seller in order to be valid.

3.4 If the choice of material, the technical design, the determination of the apparatus or the construction is made by the seller, the buyer is obliged to check the order confirmation for its correctness before the presumed commencement of the execution.

4. regulations in the country of destination

The Purchaser shall draw the Supplier's attention to the statutory, official and other regulations and standards relating to the execution of the deliveries and services, the operation and the prevention of illness and accidents at the latest when placing the order.

5. prices

5.1 The prices agreed in the contract are ex works or ex warehouse of the seller. If fees, taxes, customs duties or other charges are levied in connection with the delivery, these shall be borne by the Buyer. The Buyer shall also pay all ancillary costs, e.g. for freight, insurance, export, transit, import and other authorisations and certifications.

5.2 In the event of an order that deviates from the total offer, the seller reserves the right to change the price accordingly.

5.3 The Seller reserves the right to adjust the price if the delivery period is subsequently extended for one of the reasons stated in clauses 6.4, 6.5 or 6.6, or if the type or scope of the agreed delivery or services has changed, or if the material or design has changed because the documents supplied by the Buyer did not correspond to the actual conditions or were incomplete.

5.4 Costs for the production of customer-specific auxiliary materials (e.g. tools, moulds) required for the production of the delivery shall be borne by the Buyer on a pro rata basis in accordance with a separate agreement and shall be invoiced additionally. The auxiliary materials are the property of the Seller and shall be properly stored by the Seller and used only for the manufacture of the Buyer's parts. Revision and above-average maintenance costs shall be borne by the Buyer and shall be invoiced to him.

6. Delivery

6.1 The delivery period shall commence on the latest of the following dates: a) the date of the order confirmation; b) the date of fulfilment of all technical, commercial and other requirements incumbent on the Buyer; c) the date on which the Seller receives a down payment or security to be paid prior to delivery of the goods.

6.2 The Seller is entitled to make partial or advance deliveries and to invoice these accordingly.

6.3 Underdeliveries or overdeliveries of up to 10% of the total quantity per order item (or a maximum of one item for a total quantity of less than 10 items per order item) are due to production-related reasons and cannot be prevented. There is no change to the agreed price per unit for under or over delivery. The customer confirms with his order that an under-delivery is not to be regarded as an error. Should an under-delivery be considered an error by the customer, the customer must notify us of this in writing at the latest at the same time as his order. The customer confirms with his order to bear the costs for an over-delivery as long as the price charged for this corresponds to the confirmed price. If no other written agreement has been made, the customer undertakes to pay a maximum of 10% of the overdelivery per order item (or a maximum of one piece for a total quantity of less than 10 pieces per order item).

6.4 The order confirmation shall be decisive for the scope and execution of the delivery and service. Any material or services not included therein shall be invoiced additionally.

6.5 If unforeseeable circumstances or circumstances beyond the control of the parties, such as all cases of force majeure, occur that prevent compliance with the agreed delivery period, the delivery period shall be extended by the duration of these circumstances. These include, in particular, official interventions and prohibitions, transport and customs clearance delays, transport damage, energy and raw material shortages, labour disputes and the failure of an essential supplier that is difficult to replace. These aforementioned circumstances shall also entitle the Seller to extend the delivery period if they occur at a supplier of the Seller.

6.6 The delivery period shall be extended appropriately if the Seller does not receive information from the Buyer in good time which it requires for the fulfilment of the contract, or if the Buyer subsequently changes it and thus causes a delay in the deliveries.

6.7 The Buyer shall inspect the delivery within 5 working days of taking delivery. Any defects must be reported by the Buyer immediately upon discovery. Otherwise, the delivery shall be deemed accepted.

7. transfer of benefit and risk

The benefit and the risk for the purchased item shall pass to the Buyer upon dispatch/transport ex works, irrespective of the type of delivery. Transport/dispatch ex works shall be deemed the time of delivery. The Seller shall not assume any liability for transport damage.

8. Payment

8.1 The Seller's invoices shall be payable net without deduction within 30 calendar days of the invoice date. Unauthorised deductions shall be charged subsequently. In individual cases, the Seller reserves the right to demand advance payments.

8.2 Payments shall be made in the agreed currency without any deductions free to the Seller's paying agent.

8.3 The Buyer shall not be entitled to withhold payments due to warranty claims or other counterclaims.

8.4 The value of goods per order is at least CHF 200. Orders with a value of goods of less than CHF 200 shall generally be invoiced in the amount of CHF 200 excluding VAT

8.5 If the Buyer is in default with an agreed payment or other performance under this or other transactions, the Seller may, without prejudice to its other rights: a) postpone the fulfilment of its own obligations until such payment or other performance has been effected and claim a reasonable extension of the delivery period, b) declare all outstanding claims under this or other transactions due and payable and charge default interest on these amounts from the respective due date at the rate of 1.25% per month plus VAT, unless the Seller can prove costs in excess of this. In any case, the Seller shall be entitled to demand pre-litigation costs, in particular reminder fees and lawyer's fees, from the Buyer.

8.6 Discounts or bonuses granted by the Seller shall be cancelled without further ado in the event of default by the Buyer.

8.7 The Buyer may not withhold payments in the event of unrecognised complaints or counterclaims that have not been legally established. Payments shall also be made if insignificant parts are missing, but this does not make it impossible to use the delivery or if reworking of the delivery is still necessary.

8.8 If legal transactions between the Seller and the Buyer are concluded via purchasing organisations (purchasing associations, etc.), payments made by the Buyer to the purchasing organisation shall have no debt-discharging effect vis-à-vis the Seller. The debt-discharging effect shall only occur upon receipt of the payment by the Seller.

8.9 The Seller shall retain title to the delivered goods until the Buyer has settled all claims arising from the business relationship. The Seller shall be entitled at any time to enter the retention of title in the retention of title register at the Buyer's place of residence. If retention of title is not possible at the buyer's place of residence,

9 Warranty, liability

9.1 Defects
The Seller undertakes to perform the deliveries and services in accordance with the specifications stated in the delivery contract or in the relevant order confirmation. A delivery or service is defective if it is not or only partially suitable for the intended use under the specifications previously agreed between the Seller and the Buyer.

9.2 Buyer's duty to give notice of defects
Externally recognisable defects must be noted immediately by the Buyer on the delivery note and must contain precise details of the circumstances and nature of the reported defects. The Buyer shall immediately provide the Seller with a copy of this delivery note. Hidden defects must also be reported to the Seller in writing, on the delivery note and within 7 calendar days. Notices of defects that arrive late shall not be recognised by the Seller. Notices of defects shall not cancel the payment obligation (clause 8.).

9.3 Warranty obligation and scope of the Buyer's rights
The warranties shall also lapse in the event of alleged damage caused by mere ageing or incorrect storage, e.g. prolonged exposure to sunlight.

9.4 Liability
The Seller's liability shall be limited to a maximum of the value of the products supplied by the Seller and produced by the Seller. Claims for damages (including liability for consequential damages, e.g. for lost production) are excluded in full to the extent permitted by law.

10 Withdrawal from the contract

10.1 Unless a more specific provision has been made, the prerequisites for the buyer's withdrawal from the contract are a delay in delivery due to gross negligence on the part of the seller and the unsuccessful expiry of a reasonable grace period set. Withdrawal must be asserted by registered letter.

10.2 Irrespective of its other rights, the seller is entitled to withdraw from the contract,

10.3 Withdrawal may also be declared with regard to an outstanding part of the delivery or service for the above reasons.

  • a) if the execution of the delivery or the commencement or continuation of the service is impossible for reasons for which the Buyer is responsible or is further delayed despite the setting of a reasonable grace period,
  • b) if concerns have arisen regarding the Buyer's ability to pay and the Buyer neither makes advance payment nor provides suitable security prior to delivery at the Seller's request, or
  • c) if the extension of the delivery period due to the circumstances listed in clauses 6.4, 6.5 or 6.6 amounts to more than half of the originally agreed delivery period, but at least 6 months.
  • 10.4 If insolvency proceedings are opened against the assets of one of the contracting parties or if such proceedings cannot be conducted due to a lack of sufficient assets, the other contracting party shall be entitled to withdraw from the contract without setting a grace period.

    10.5 Notwithstanding the Seller's claims for damages, including pre-litigation costs, any services or partial services already rendered shall be invoiced and paid for in accordance with the contract in the event of cancellation. This shall also apply if the delivery or service has not yet been accepted by the Buyer and for preparatory acts performed by the Seller. Instead, the Seller shall also have the right to demand the return of items already delivered.

    10.6 Other consequences of cancellation are excluded.

11. rights of the seller

The Seller may withdraw from the contract in whole or in part if the Buyer's financial circumstances deteriorate significantly.

12 Technical documents and records

The Seller reserves the right of ownership and copyright to offers, cost estimates, calculations, illustrations, drawings and other documents. If such documents are designated as "confidential", the Buyer shall require the express written consent of the Seller before passing them on to third parties.

13 Place of fulfilment, place of jurisdiction and applicable law

13.1 The place of fulfilment for deliveries, payments and all obligations is that of Plastigum AG, which has invoiced.

13.2 The place of jurisdiction is the registered office of the seller. However, the Seller shall also have the right to appeal to the competent court at the Buyer's registered office.

13.3 All legal relationships between the Seller and the Buyer shall be governed exclusively by Swiss substantive law to the exclusion of the Swiss Federal Act on Private International Law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention).

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