1. General
1.1 The general terms and conditions of Sukano AG (Sukano) apply to all goods and services supplied by Sukano to the customer insofar as they are referred to by Sukano in its quotations and order confirmations.
1.2 Sukano neither accepts the general purchase conditions nor the general terms and conditions of any customer. Such conditions do not apply even when the customer refers to them in his/her order and even when Sukano does not expressly exclude those conditions in its order confirmation.
2. Ordering and conclusion of contract
2.1 The customer can send order requests to Sukano at any time. Upon receipt of the order request, Sukano shall prepare a quotation for the customer ("quotation").
2.2 After acceptance of the offer by the customer by placing an order with Sukano, the contract comes into effect with the issuance of the order confirmation by Sukano ("conclusion of contract").
2.3 Sukano reserves the right to discontinue, change, replace, launch new products, unilaterally change pricing or other conditions at any time after the conclusion of the contract with thirty (30) days' notice to the customer. Unilateral changes shall be deemed accepted unless rejected by the customer within three days of notification. In the event of timely rejection by the customer, the order shall expire without further notice after the 30-day notice period.
2.4 All transactions under Sections 2.1-2.3 must be in writing in order to be binding. E-mail fulfills the requirements for written form.
3. Prices
3.1 All Products shall be sold at the prices current at the time of the offer of the order confirmation by Sukano, subject to unilateral changes according to clause 2.3.
3.2 Transport shall be carried out in a commercially reasonable and customary manner. Sukano shall not be liable for transport costs incurred at the place of destination, such as spotting, storage, switching, dray demurrage, pier loading charges, etc.
3.3 Unless otherwise stated in writing by Sukano, all prices are FCA Schindellegi, Switzerland (Incoterms 2020).
3.4 For goods delivered within Switzerland prices are given in Swiss Francs (CHF). Prices for goods delivered outside of Switzerland are given in Euros (€) unless otherwise agreed.
4. Terms of payment
Sukano will issue an invoice after delivery. Invoices from Sukano fall due and are payable net within 30 days from date of issue without discount. After the expiry of 30 days from the date of invoice, a late payment penalty is automatically applied without the need for Sukano to send a reminder. The interest payable on arrears is 1% per month. If a customer is in payment arrears, Sukano reserves the right to delay further deliveries until the outstanding amount is paid in full, even where delivery dates have been previously agreed. If the invoice(s) are not paid in full within 60 days, Sukano reserves the right to cancel any outstanding orders and to begin a legal claim for damages.
5. Reduction in the customer’s credit rating
5.1 If the customer’s creditworthiness decreases based on information which comes to the attention of Sukano, then Sukano has the right to make further deliveries dependent upon additional security to be provided by the customer, or to require payment in advance. This applies in particular to instances where the customer’s payment record is repeatedly in arrears.
5.2 Sukano has the right to delay further deliveries until the required security has been established or payment in advance has been made, even in cases where delivery dates have been previously agreed.
5.3 If the required security or payment in advance has not been provided within 60 days, Sukano reserves the right to cancel any outstanding orders and to make a legal claim for damages.
6. Delivery dates
6.1 Delivery dates are binding only where they have been expressly agreed. Should a delivery from Sukano be delayed beyond the agreed delivery date, the customer has the right to establish a new and reasonable date for delivery. After this date, if the delivery has still not been made, the customer has the right to cancel the order. The liability for damages in case of delivery delays is subject to clause 6.2, hereinafter set forth in clause 10.
6.2 Sukano is entitled to a reasonable delay in the agreed delivery date if the agreed delivery date cannot be met as a result of force majeure. The payment of damages for delays in delivery due to force majeure events is expressly excluded.
7. Inspection/Claims for defects
7.1 The customer shall check the goods for identity, quality and transport damage and advise Sukano at once of any defects or shortages. Transport damage must be reported at once to the carrier.
7.2 Within 5 days of delivery, all goods must be carefully checked and any recognizable deficits reported at the latest within 5 days of the checks being carried out.
7.3 Any additional arrangements regarding internal control of goods must be agreed in writing by Sukano.
7.4 If the customer discovers any previously hidden defects, any claim must be submitted within 5 days of the discovery.
8. Warranty
8.1 Sukano guarantees that the goods delivered are in accordance with the agreed specification.
8.2 Sukano accepts no responsibility for the suitability of the goods for use in the application intended by the customer. If the customer makes justified claims for defects, Sukano will correct the defects or replace the goods with non-defective product.
8.3 If Sukano fails to correct or replace defective products within a reasonable time, the customer has the right to an appropriate price reduction, or to cancel the affected order.
9. Intellectual property
9.1 The intellectual property rights for products and product documentation supplied by Sukano to the customer reside with Sukano.
9.2 Sukano confirms that the company regularly checks whether its products infringe intellectual property rights of third parties and that the company is not aware of any third party rights which will be infringed by the manufacture and delivery of the goods to the customer. Nevertheless, should third party claims be made against the customer with reference to alleged infringements, the customer should immediately inform Sukano. If the third party claim proves to be valid, Sukano will, at its discretion, acquire the necessary rights or alter the product such that there is no longer an infringement of third party rights, or accept return of the product against reimbursement of the price paid by the customer. The responsibility of Sukano with regard to any damages claimed against the customer is in accordance as regulated below in clause 10.
9.3 It is the customer’s responsibility to check whether the intended use of the product infringes third party intellectual property rights. Sukano offers no guarantee that its products can be used in any specific combination or in any manufacturing process without infringing third party rights.
10. Limitations of liability
10.1 Sukano accepts no responsibility with respect to damages resulting from an inadequate or deficient completion of an order (non-supply, defects, delays, etc.) to the extent that this is permitted by law (Art. 100 of the Swiss Code of Obligations)
10.2 Sukano accepts no responsibility with respect to damages resulting from the acts of its agents or supporters (Art. 101 para. 2 of the Swiss Code of Obligations).
11. Exclusion of offsetting claims
The customer may not offset counterclaims against claims by Sukano.
12. Assignment
The assignment of any rights resulting from the contract with Sukano must be agreed by Sukano.
13. Confidentiality
All information and documents supplied by Sukano to the customer, and which are not in the public domain, will be treated in the strictest confidence by the customer.
14. Alterations and extensions
Alterations and extensions of contracts concluded between Sukano and the customer must be confirmed in writing.
15. Severability clause
If individual provisions in the agreements concluded between Sukano and the customer prove to be invalid, ineffective or unfulfillable, this shall not affect the validity, effectiveness and fulfillment of the remaining parts of the agreement. In this case, the parties undertake to replace the invalid, ineffective or unfulfillable part of the agreement with a valid, effective and fulfillable provision, the content of which comes closest to the original intention of the parties.
16. Applicable law
The contracts concluded between the customer and Sukano are subject to Swiss law, to the exclusion of the United Nations Convention on the International Sale of Goods (CISG) of April 11, 1980, as well as the conflict of laws rules.
17. Place of jurisdiction
For customers domiciled in Switzerland, the place of jurisdiction is Schindellegi. For customers not domiciled in Switzerland, the place of jurisdiction is Zurich.
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