General Terms Sukano AG, Switzerland

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 does not accept the customer’s general purchase conditions. Such conditions do not apply even where the customer refers to them in his/her order and even where Sukano does not expressly exclude those conditions in its order confirmation.


2. Prices

2.1 The agreed prices cover – unless otherwise agreed – DDP delivery (INCOTERMS 2010) to the address specified by the customer

2.2 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.


3. 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 postpone 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.


4. Reduction in the customer’s credit rating

4.1 If the customer’s creditworthiness is decreased, 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 where the customer’s payment record is repeatedly in arrears.

4.2 Sukano then has the right to postpone 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.

4.3 If the required security or payment in advance has not been provided within 60 days then Sukano reserves the right to cancel any outstanding orders and to make a legal claim for damages.


5. Delivery dates

5.1 Delivery dates are binding only where they have been expressly agreed. Should a delivery from Sukano be delayed beyond the agreed delivery date then the customer has the right to establish a new and reasonable date for delivery, after which date, if the delivery has still not been made, the customer has the right to cancel the order. The liability for damages arising from delivery delays is in accordance with point 9.

5.2 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.


6. Inspection/Claims for defects

6.1 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.

6.2 Within 5 days of delivery the goods must be carefully checked and any recognizable deficits reported at the latest within 5 days of the checks being carried out.

6.3 Any other arrangements regarding goods inward control must be agreed in writing by Sukano.

6.4 If the customer discovers any previously hidden defects then any claim must be submitted within 5 days of the discovery.


7. Warranty

7.1 Sukano guarantees that the goods delivered are in accordance with the agreed specification.

7.2 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 then Sukano will correct the defects or replace the goods with non-defective product.

7.3 If Sukano fails to correct or replace defective products within a reasonable time then the customer has the right to an appropriate price reduction, or to cancel his/her order.


8. Intellectual property

8.1 The intellectual rights in the products and product documentation supplied by Sukano to the customer reside with Sukano.

8.2 Sukano confirms that the company regularly checks whether its products infringe intellectual 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 then the customer will immediately inform Sukano. Sukano will then, if the third party claim proves to be valid, and 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 with point9

8.3 It is the customer’s responsibility to check whether the intended use of the product infringes third party intellectual 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.


9. Limitations of liability

9.1 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)

9.2 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).


10. Exclusion of offsetting claims

The customer may not offset counterclaims against claims by Sukano.


11. Assignment

The assignment of any rights resulting from the contract with Sukano must be agreed by Sukano.


12. 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.


13. Alterations and extensions

Alterations and extensions of contracts concluded between Sukano and the customer must be confirmed in writing.


14. Applicable law

The contracts concluded between the customer and Sukano are subject to Swiss law. The United Nations Convention on the International Sale of Goods of April 11th 1980 (CISG) does not apply.


15. Place of jurisdiction

The place of jurisdiction for any disputes concerning or arising from the supply of goods or services by Sukano to the customer is Schindellegi for customers domiciled in Switzerland. For customers domiciled outside Switzerland the place of jurisdiction is Zurich.

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Sukano statement on coronavirus (SARS-CoV-2) outbreak

The current exceptional situation in regard to the coronavirus (SARS-CoV-2) demands action and solidarity all over the world. The safety of our employees, customers, and society at large is of the highest priority to Sukano. While fulfilling the needs of our customers continues to be the focus of our activities, we are doing so with the respective sense of urgency and practices the current situation demands.

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