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1. Terms and Conditions of Sales-International
1.1. The following terms and conditions shall apply to every order.
1.2. All offers and quotations from EFCO Fixing Technology Ltd (hereinafter referred to as EFCO) that contain no deadline for acceptance shall be non-binding.
1.3. Oral purchase orders and purchase orders by telephone shall require written confirmation; the same shallapply to all changes and complementation of purchase orders.
1.4. Terms of delivery shall be binding if they are declared in the quotation or in the confirmation of order asapplicable. Other terms and conditions of the purchaser shall be valid only if they are explicitly accepted in writing by EFCO.
1.5. All agreementsand declarations of legal relevance shall require the written form for validity.
2. Prices
2.1. The selling prices in force on the date of delivery shall apply or in case of repairs, the applicable basis at thetime of the execution of order. All prices shall apply ex-works, without packaging.
2.2. EFCO reserves the right to adjust prices and modify its discount rates in case of change of the basis of salaryvaluation or the prices of materials in the world market between the period of the issuance of quotation and thefulfilment of contractual obligations.
3. Payments
3.1. Payments shall be made at the domicile of EFCO without the deduction of cash discount, expenses, taxes,charges, fees, customs duties and the like.
3.2. Selling prices in accordance with the confirmation of order shall apply.
3.3. Payment shall be made as agreed or in accordance with the terms of payment printed on the invoice. Should the deadline for payment be exceeded, all rights to the calculation of expenses and default interests shall remain reserved.
4. Delivery / Postage / Packaging
4.1. Deliveries and services from EFCO shall be specified in the confirmation of order.
4.2. Terms of delivery shall be based on “Incoterms 2010”.
4.3. A surcharge of EUR 50.00/CHF 75.00 will be imposed on express dispatches and urgent courier shipments in addition to the costs of shipment.
4.4. The minimum value of purchase order per invoice shall be EUR 750.00/CHF 1,200.00. A surcharge of € 200.00/CHF 300.00 shall be imposed on deliveries falling short of this value.
4.5. EFCO shall have the right to withdraw from the agreement if the financial situation of the purchaser deteriorates until the date of delivery, in such a way that payment in good time or the complete fulfilment of its payment obligation (according to the information obtained by EFCO) cannot be expected.
5. Delivery deadline
5.1. The deadline for delivery shall begin as soon as the agreement is concluded or the advance payments to be made upon the placement of purchase order have been made. The delivery deadline shall be deemed complied withif the material has been dispatched or delivered to the purchaser before it expires.
5.2. The delivery deadline shall be extended accordingly:
a) if EFCO fails to receive the statements required for the fulfilment of the agreement in good time or if they are subsequently changed by the purchaser, which changes thereby lead to delay in deliveries;
b) if such obstacles occur as cannot be averted in spite of the application of due diligence by EFCO – be they in the establishment of the EFCO, the purchaser or in a third – party establishment. Such obstacles are, for instance, epidemics, mobilization, war, natural disasters, riots, severe operative disruptions, accidents, labour conflicts, delayed or faulty delivery of the necessary raw materials, half-finished or finished products, scrapping of important components, government measures or omissions;
c) if third parties accumulate a backlog in the work to be executed by them or are in default in the fulfilment of their contractual obligations, particularly if the purchaser fails to comply with the terms of payment.
6. Transfer of benefits and risks
6.1. Benefits and risks shall be transferred to the purchaser at the latest upon the shipment of the products ex-works.
6.2. Should the shipment be delayed at the request of the purchaser or for any other reason outside the scope of responsibility of EFCO, risk shall be transferred to the purchaser at the time initially envisaged for delivery ex-works. From this point in time, the consignments shall be stored and insured at the expense and risk of the purchaser.
7. Defect notifications and complaints
7.1. Defect notifications of external nature shall be taken into consideration only within five days of the receipt of our shipment. Complaints based on incomplete or incorrect deliveries shall be reported in writing within eight days of the receipt of the shipment.
8. Warranty, Guaranty
8.1. Warranty period shall be 12 months. It shall begin with the shipment of the products ex-works. Should the shipment be delayed for reasons outside the scope of the responsibility of EFCO, the warranty obligation shall end latest 12 months of the disclosure of readiness for dispatch.
8.2. For commercial goods, EFCO shall guaranty the properties assured by its suppliers in the sense of the statements and recommendations contained in the latest edition of the EFCO catalogue or EFCO brochures. Should the products delivered contain production or material faults that seriously impede the value or usefulness of the products, EFCO shall correct such faults at its own discretion through repair or substitution.The purchaser shall have no right to rescission or price reduction.
8.3. Should EFCO take a stand on design and/or assembly, EFCO will be basing its comments on the statements of the purchaser. EFCO’s statements shall be based on theoretical considerations and calculations or on test and measurement results worked out in the EFCO test workshops, in practice or in the establishment of the suppliers.
8.4. No warranty shall be assumed for damages caused by the followings: improper or inadequate application, excessive stress, incorrect assembly or commissioning by the purchaser or any third party, natural wear, incorrect, negligent and unprofessional handling, external application of force as well as sequel to other reasons outside the scope of responsibility of the EFCO.
9. Liability
In terms of assuring properties, EFCO shall be liable only if EFCO has explicitly assured specific properties. Exclusively ruled out shall be all compensation claims for direct or indirect damages unless deliberate act or gross negligence can be established against EFCO. For third party products supplied by EFCO, EFCO shall in principle be liable only in the scope in which the suppliers of EFCO assume and fulfil their warranty obligations for their products towards EFCO.
10. Exclusion offurther liability by EFCO
All cases of breach of contract and their legal consequences as well as all entitlements of the purchaser,irrespective of the underlying legal basis thereof, have been conclusively regulated in these terms and conditions. Particularly, all entitlements to compensation, price reduction, suspension of the agreement or withdrawal from the agreement that are not exclusively specified, shall be ruled out. On no account shall the purchaser be entitled to the compensation of damages that did not occur on the object of supply itself like specifically: the loss of production, loss of usefulness, loss of orders, loss of potential profits or other direct or indirect damages. This exclusion of liability shall not apply to illegalintention or gross negligence on the part of EFCO; however, it shall apply to illegal intention or gross negligence on the part of assistants.
11. Exchange and take-back
11.1. The exchange and taking back of goods shall be possible only with the consent of and upon consultation with EFCO.
11.2. The purchaser shall bear the ensuing costs of conveyance and packaging.
11.3. The goods to be taken back shall be in a resalable state and in complete packaging units and shall meet current technical standards.
11.4. EFCO reserves the right to charge the purchaser possible resulting costs for inspection, cleaning and re-storing; a maximum of 50% of the invoiced value may be remunerated. Remuneration shall be in the form of credit entry for goods.
12. Reservation of ownership
Delivered goods shall remain the property of EFCO until the complete payment of the purchasing price. The purchaser shall be entitled to the further alienation of the conditional commodity only in proper business routine. The assignment as security or pledging of the conditional commodity shall not be permitted. The purchaser shall reimburse EFCO the expenses incurred by EFCO in the course of invoking its entitlements.
13. Place of fulfilment, place of jurisdiction and applicable laws
Place of fulfilment and exclusive place of jurisdiction for all disputes in respect of the applicability and interpretation of this agreement for the purchaser and EFCO shall be Zurich. EFCO shall however have the right to utilize the jurisdiction of the court in the country of the purchaser. The legal relation is subject to the material law of Switzerland with the exclusion of the Vienna convention on the international sales of goods. The language of the trial shall be German.
