Terms and Conditions
Terms of Service of SIC invent AG
1. General, scope
1.1 Our offers, deliveries and other services are made exclusively on the basis of these General Terms and Conditions (GTC). We do not recognize any terms and conditions of the buyer that are contrary to or not contained in our terms and conditions.
1.2 Our terms and conditions apply to persons who, when concluding the contract, are exercising their commercial or independent professional activity (entrepreneurs) as well as to legal entities under public law or a special fund under public law.
1.3 Our terms and conditions apply to all future business with the buyer, even if they are not expressly agreed again.
2. Conclusion of contract, reservation of self-supply
2.1 The contract is only concluded when we confirm the buyer's order in writing or when we execute it. Subsidiary agreements, verbal statements from employees or executing staff, and changes Confirmed orders (including changes to delivery items) require our written confirmation to be effective.
2.2 Our delivery obligation is subject to our timely and proper delivery. The contractor will inform the client immediately about the unavailability of the delivery item
3. Subject to change
3.1 We reserve the right to make changes to the design and material compared to the product description in the catalog, provided that the normal use or use of the goods as required by the contract is not significantly changed and not adversely affected.
4th Prices and Payment
4.1 All prices are given in CHF and apply ex works or warehouse plus packaging, shipping, insurance, VAT at the respective statutory rate and any other charges (e.g. customs duties, etc.).
4.2 The decisive factor is the price resulting from our written order confirmation or - if there is no written confirmation - the price resulting from the price list (catalog) valid on the day of the order. The customer price lists created by us can be changed by us at any time. It is up to the buyer to find out about the prices valid on the day of the conclusion of the contract.
4.3 For contracts with an agreed delivery time of more than six Weeks, both contracting parties can request a change in the price applicable in accordance with Clause 4.2 to the extent that changes in price-forming factors that cannot be prevented by the contracting parties occur after the contract is concluded, such as cost reductions or increases due to collective bargaining agreements or material price changes. The price change must be limited to the amount that is necessary to compensate for the cost reduction or increase that has occurred. A contracting party is also entitled to a corresponding price adjustment right if delays for which this contracting party is not responsible results in an actual delivery time of more than six weeks.
4.4 Payments are to be made within 30 days net of the invoice date without deduction. The payment is only considered to have been made when we can dispose of the amount (receipt of payment). If the buyer is in arrears with the payment of an earlier delivery, the invoice amount, contrary to sentences 1 and 2, is due immediately (invoice date) without deduction.
4.5 Bills of exchange and checks are only accepted on account of performance and are only considered payment after unconditional credit. All costs incurred in this respect, in particular bank, discount, bill of exchange and other expenses plus any statutory charges are borne by the buyer and are due immediately.
4.6 If the buyer defaults on payment, we are without it Reminder is entitled to interest on arrears in the amount of 6% pa to be charged. In addition, we can demand compensation for the delay in timely payment. We are also entitled to withdraw from the contract and to demand compensation instead of performance under the additional conditions mentioned in Section 5.3.
4.7 Offsetting is only permitted with legal claims of the buyer that are recognized by us, are not disputed, ready for decision or have been legally established. In the event of defects being present, the buyer is not entitled to a right of retention, unless the delivery is obviously defective or the buyer is obviously entitled to refuse acceptance; in such a case, the buyer is only entitled to withhold payment if the amount withheld is in reasonable proportion to the defects and the expected costs of subsequent performance (in particular to remedy the defect).
5. Delivery time, default in acceptance
5.1 Delivery periods or delivery dates are only binding if they are attached to Conclusion of the contract are recorded in writing. If a delivery period is binding, it begins on the date of our order confirmation. The delivery time is complied with if the circumstances causing the transfer of risk in accordance with Section 6.4 have occurred within the agreed time.
5.2 The delivery time is extended - even within a delay - appropriately in the event of force majeure and all unforeseeable obstacles occurring after the conclusion of the contract for which we are not responsible, insofar as such obstacles can be proven to influence the provision of the service owed. This also applies if these circumstances occur with sub-suppliers. We will notify the buyer immediately of the beginning and end of such hindrances. If the hindrance lasts longer than three months or it is certain that it will last longer than three months, both the buyer and we can withdraw from the contract.
5.3 If the buyer defaults on accepting the delivery items or paying the purchase price, we can withdraw from the contract after a grace period of at least 10 days set by us has expired and demand compensation instead of performance. When asserting the Compensation claims instead of performance, we can demand compensation in the amount of 20% of the purchase price without proof if the delivery item is a series or standard product, or 100% of the purchase price if the delivery item is a custom-made product specific wishes of the buyer and we have incurred the expenses necessary to establish the readiness for delivery. This does not affect the rules for the determination of damages resulting from the law, provided that the contract has already been fully fulfilled on our part. We are also entitled to charge provision costs of 0.5% of the delivery value. We reserve the right to provide evidence of higher damage.
5.4 If we are in default of delivery, we are only liable within the limits specified in Section 9.
6th Delivery, shipping and transfer of risk
6.1 All shipments are for the account and risk of the buyer.
6.2 Unless special agreements have been made about the type of dispatch, we may determine the appropriate type of dispatch at our own discretion (without guarantee for the safest, fastest and cheapest transport).
6.3 Part deliveries and services are permitted to a reasonable extent.
6.4 In the case of deliveries, the risk is transferred to the buyer when a delivery leaves our factory or warehouse. This also applies if partial deliveries are made. If the dispatch is delayed due to circumstances for which we are not responsible, the risk is transferred to the buyer upon notification of readiness for dispatch.
6.5 At the request of the buyer, all shipments from the transfer of risk will be insured on his account. In the event of damage, we assign the claims from the insurance step by step against the provision of the contractual service of the buyer (including reimbursement of the insurance premium) by means of a written declaration to the buyer.
7th Retention of title and other safeguards
7.1 We reserve title to the delivered items until all - including future - claims (including ancillary claims, such as exchange costs, interest) from the business relationship with the buyer have been met in full. When a check or bill of exchange is received, fulfillment only occurs when the check or bill of exchange has been cashed and we can dispose of the amount without any risk of recourse.
7.2 The buyer may use the delivery items properly and
Process the usual course of business and use it in the context of the provision of other contractual services to third parties, but neither pledge nor transfer them as security.
7.3 In the event of default in payment or if the buyer violates other essential contractual obligations, we are entitled to take back the goods temporarily
justified. Exercising the right of withdrawal does not constitute a withdrawal from the contract.
7.4 The purchaser undertakes to comply with the performance of an action permitted in accordance with Section 7.2 or for any other legal reason (e.g. in
Insured event, in the event of an unauthorized act) to assign to us a written declaration in the amount of the invoice value of the goods subject to retention of title. We revocably authorize the buyer to collect the claim assigned to us for our account in his own name. This authorization to collect can only be revoked if the buyer does not properly meet his payment obligations. In such a case, upon request from us, the buyer must provide the information required for collection about the assigned claims, make appropriate documents available and notify the debtor of the assignment.
7.5 If the realizable value of the securities granted to us in accordance with the aforementioned provisions exceeds our claims against the buyer not only temporarily by more than 10%, we will release securities at our own discretion at the buyer's request. The above-mentioned coverage limit of 110% is increased by this tax amount if we are charged with statutory duties as a result of a delivery to us by the buyer that triggers statutory taxes when utilizing the collateral.
8th. Warranty / notification of defects
8.1 In the case of a purchase that is a commercial transaction for both parties, the buyer must report defects of any kind - with the exception of hidden defects - within eight working days (Saturday does not count as a working day) after receipt of the goods; otherwise the goods are considered approved. Hidden defects must be reported in writing within eight working days (Saturday does not count as a working day) after discovery; otherwise the goods are deemed to have been approved even with regard to these defects.
8.2 Is when the goods are delivered by the transport company to the
If the buyer recognizes a loss or damage to the delivery item externally, it is up to the buyer to have the loss or damage certified by the transport company (notification of damage) and to inform us of this immediately upon presentation of the certificate. The same applies if the buyer discovers the loss or damage that was originally not externally recognizable at a later point in time.
8.3 If the goods delivered by us show a not inconsiderable defect, the buyer can, as supplementary performance, either demand the removal of the defect (subsequent improvement) or the delivery of a defect-free item (replacement delivery) as supplementary performance. If we are not ready or unable to carry out rework / replacement delivery, in particular if rework / replacement delivery is delayed beyond reasonable periods for reasons for which we are responsible, or if rework / replacement delivery fails in any other way, the buyer is, at the earliest after the second unsuccessful attempt at subsequent performance or if further attempts at subsequent performance are unreasonable for him, he is entitled to withdraw from the contract or to reduce the purchase price at his discretion.
8.4 We are only liable for damage due to defects in the delivery item within the limits specified in Sections 9 and 11.
8.5 Insofar as the defective delivery item is a third-party product, we are entitled to counter our claims for defects
to assign our sub-suppliers to the buyer and to refer him to their (judicial) claim. Claims can only be made against us under Clauses 8.3–8.4 if the claims against our sub-suppliers are not enforceable despite timely (judicial) claims or the claims are unreasonable in individual cases
9. Limitation of Liability
9.1 Liability for breach of contract or tort is limited to damage caused by us intentionally or through gross negligence.
Cases in which we guarantee the specific quality of the item in writing, as well as in the event of injury to life, body or health for which we are responsible, remain reserved. If we violate a main obligation or an essential contractual obligation through simple negligence, our obligation to pay compensation is limited to the foreseeable damage typical for the contract. In all other cases of liability, claims for damages due to the breach of an obligation arising from the contractual relationship as well as due to tort are excluded; we are not liable for lost profit or other financial losses of the buyer.
9.2 Insofar as our liability is excluded or limited on the basis of the provisions of Section 9.1, this also applies to the personal liability of our employees, workers, employees and vicarious agents.
9.3 The limitation period for claims by the buyer against us is based on Section 11.
10.1 Originally packaged products will be taken back within 6 weeks upon presentation of the original invoice. The shipping packaging must be in perfect condition and franked. Products in damaged, soiled or labeled packaging cannot be returned.
11. Limitation periods
11.1 The limitation period for claims and rights due to defects in the item is one year, even if the buyer only discovers the defects later.
11.2 The limitation periods according to Item 11.1 also apply to all claims for damages against us that are related to the defect - regardless of the legal basis of the claim. Insofar as there are claims for damages of any kind against us that are not related to a defect, the statute of limitations in Clause 11.1 applies to them.
11.3 The limitation periods according to Clauses 11.1 and 11.2 generally do not apply in the event of willful intent or fraudulent concealment of a defect or if we have assumed a guarantee for the quality of the delivery item.
11.4 The limitation period for all claims begins with delivery.
11.5 Unless expressly stipulated otherwise, the statutory provisions on the start of the statute of limitations, the suspension of expiry, the Inhibition and the restart of deadlines are unaffected.
11.6 A change in the burden of proof to the detriment of the buyer is not associated with the above regulations.
12th Final provisions
12.1 Unless otherwise agreed, the place of performance is Basel.
12.2 The place of jurisdiction for all rights and obligations of the contractual partners is Basel.
12.3 Swiss substantive law applies exclusively to these general terms and conditions and the entire legal relationship between us and the buyer, excluding international agreements.
12.4 The ineffectiveness or changes to individual conditions do not affect the validity of our other terms and conditions.