Conditions of sale
1. General These Conditions of Sale apply for all deliveries, unless otherwise agreed in writing. General conditions issued by the customer are not valid, even where GIS has not explicitly rejected them. By receiving the order confirma-tion issued by GIS, the customer consents to the above.
2. Scope of Delivery The scope of the delivery and the price are exclusively defined in the written order confirmation issued by GIS. Oral agreements are valid only if and to the extent confirmed by GIS in writing. Information contained in cata-logues, manuals or price lists is not binding, unless GIS specifically warrants otherwise on an individual basis.
3. Prices EXW Schötz Incoterms® 2010 without packaging. GIS reserves the right to adjust prices to account for changes in currency exchange rates as well as for in-creased wage or material costs. The customer will be notified of the adjustment four weeks before delivery at the latest.
4. Terms of Payment Terms of payment are as stated in the order confirmation issued by GIS. Upon expiry of stated payment term, 6% p.a. default interest is payable without prior notice. In case of default, GIS is further entitled to suspend per-formance and to rescind the contract (art. 214 para. 3 CO). The customer expressly waives any right to set-off alleged counterclaims against GIS.
5. Retention of Title If credit terms have been agreed, GIS shall retain ownership to all goods supplied until payment in full has been received. At first request of GIS, the customer shall fully co-operate to have the retention of title recorded in the applicable register.
6. Time of Delivery Delays in delivery shall not entitle the customer to raise any claims for compensation or to withdraw from the contract. Application of art. 190 CO is expressly excluded.
7. Transport FCA Schötz Incoterms® 2010. Upon leaving the manufacturing site, goods travel at the cost and risk of the customer, even where free carriage has been agreed.
8. Warranty a) For a two years period within the meaning of art. 210 CO starting from the date of the invoice, GIS warrants that goods delivered are free from defects in material or workmanship that could affect their agreed use. The customer shall have a warranty claim only where GIS has been notified in writing within 5 days from occurrence of the defect. b) GIS' warranty obligations are limited to remedying the defect, viz. making good the damage, if any, suffered by the supplied goods a such. GIS shall at its discretion either repair or replace defective goods. Any further claims of the customer, in particular for rescission, price reduction or compensation for consequential damages (such as loss of production or third party claims) are excluded. c) The warranty period for replacement parts expires at the end of the warranty period for the initial delivery. Replaced parts must be returned to GIS at customer's cost.
9. Right to Withdraw For important reasons such as (besides events of force majeure) significant business disruption, supply short-falls, breakdowns of essential machinery, unforeseeable shortages in production or storage resources or immi-nent insolvency of the customer, GIS is entitled to withdraw from the contract in whole or in part without cost. Where GIS becomes aware of such circumstances, the customer shall be notified forthwith. Any damage claims of the customer as a result of such withdrawal are excluded.
10. Applicable Law and Forum All deliveries are subject to Swiss substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction, also in case of deliveries by GIS af-filiates, is Schötz. GIS reserves the right to sue the customer at its domicile of before any other competent court.
01.01.2013 GIS AG