General Terms and Conditions Neoperl AG
§ 1 – Scope
1.These General Terms and Conditions (GTC) govern the relationships between Neoperl AG and its customers (buyer). They form an integrated component of all present and future offers given by Neoperl AG and agreements concluded with Neoperl AG. The present GTC are valid and accepted, when the buyer places an order, namely also when the GTC are not enclosed in individual cases, yet are brought to the buyer`s attention in another manner.
2. All agreements and legally relevant statements of the contracting parties modifying or canceling this GTC, must be in writing to be valid.
3. Terms and Conditions of buyers that either disagree with or deviate from the present GTC are only binding or applicable, when expressly accepted by Neoperl AG in writing.
§ 2 – Conclusion of Contract
1. A contract is concluded with written order confirmation by Neoperl AG or through delivery only.
2. Modifications and additions to the contract must be confirmed in writing by Neoperl AG.
3. Deviations from the order contained in the order confirmation or invoice become part of the contract, provided that the buyer does not object to these in writing within three work days after receipt of the order confirmation or the invoice.
4. Statements in catalogues like illustrations, drawings, weight and size specifications are non-binding. Neoperl AG explicitly retains the right to carry out modifications due to technical or production considerations, provided that the delivery item is not materially changed and the modification is reasonable for the buyer.
§ 3 – Price and Payment Conditions
1. The relevant prices derive from the price list being valid at time of the conclusion of the contract.
2. All prices are strictly ex work. They are expressed in Swiss Francs (CHF) or in Euros (EUR), including packaging costs. Shipping or transport and insurance costs are invoiced extra.
3. For small orders Neoperl AG may apply an additional charge or minimum quantity surcharge as well as the transport costs, which are specifically defined.
4. All prices are based on the value added tax being presently valid. The buyer will carry costs for all types of taxes (in particular, value added tax), fees, customs, charges and the similar, which are levied in connection with this contact, or will reimburse these after corresponding proof by Neoperl AG, should that party be obliged to pay in this regard.
5. Neoperl AG reserves the right to make alterations to prices at any time.
6. The invoices of Neoperl AG are due and payable without deduction within 30 days after the invoice date. Deviations from the payment conditions are agreed separately.
7. Should the buyer not comply with the payment conditions or should Neoperl AG’s claims be jeopardized due to financial circumstances of the buyer, Neoperl AG may rescind the contract. Moreover, Neoperl AG is authorized to make its processing of all orders of the buyer dependent on an
advance payment or provision of a guarantee.
8. The buyer may offset claims against Neoperl AG only if those claims are undisputed and have been legally established.
9. Conditions and other rebates granted by Neoperl AG on prices valid pursuant to these paragraphs as well del credere conditions will only be granted and paid, if all of the buyers due payment obligations with respect to Neoperl AG are fulfilled at the point in time the rebate or condition is granted. Otherwise, any claim for such is not applicable.
§ 4 – Delivery Times, Shipping and Transport
1. Delivery times are based on agreements reached in the individual case. If changes or supplements to the scope of performance occur after the conclusion of the contract, the indicated delivery dates or deadlines lapse; they will extend as appropriate, insofar as no specific agreement is reached.
2. Any delivery dates indicated are non-binding. They will be met insofar as possible; Neoperl AG is however not liable for compensatory damages in the event of a delay. Delays in delivery do not automatically authorise the buyer to rescind the contract.
3. Upon agreement, fixed deliveries can be agreed upon by way of exception for a period of time determined in advance, which may be recalled by the buyer within a particular deadline. If this recall period is not observed, Neoperl AG may deliver the goods against payment or cancel the fixed delivery.
4. If Neoperl AG cannot observe delivery times agreed upon for reasons of force majeure or unforeseeable, unusual events; it will inform the buyer of such promptly. The delivery times will extend correspondingly.
5. Complaints in connection with shipping and transport must be directed by the buyer to the delivery agent (post, rail, courier) promptly upon receipt of the delivery or the freight documents.
6. Partial deliveries are permissible and release Neoperl AG from its duty of performance to a corresponding extent.
7. The call-off quantity with respect to call-off orders for fixed deliveries (§ 4 section 3) must be apportioned at the time the order is made into an amount for each call-off date. The buyer is obliged to accept the goods within an appropriate deadline, which must be no later than nine months after the conclusion of the contract.
§ 5 – Inspection and Acceptance
1. The buyer must inspect the deliveries within three work days after receipt and inform Neoperl AG in writing of any eventual defects within the same deadline. The goods are considered accepted after expiry of this deadline.
§ 6 – Transfer of Risk
1. The risk of accidental loss or accidental deterioration of the delivery item transfers to the buyer, as soon as the goods are relinquished to the freight forwarder.
2. If the buyer finds itself in default of acceptance, risk transfers at the point in time a readiness for dispatch is expressed. This is valid irrespective of whether the shipping occurs from the place of performance or who bears the transport costs.
3. As a rule, deliveries travel at the risk of the buyer. At the buyer‘s request, Neoperl AG will insure the delivery against theft, breakage, as well as damages due to transport, fire and water as well as other insurable risks at the buyer`s cost. However, this insurance in no way alters the buyer‘s fundamental burden of risk.
§ 7 – Retention of Title
1. Until performance of all claims from the entire business relationship with the buyer is complete, title to the goods delivered by Neoperl AG remains with Neoperl AG.
2. Neoperl AG is empowered to occasion the entry of the retention of title in the Swiss Title Retention Registry (“schweizerisches Eigentumsvorbehaltsregister”) or in corresponding registries of other countries and the buyer is obliged to cooperate with the steps required for said registration. Moreover, the buyer is obliged to perform any action necessary to protect the property of Neoperl AG.
§ 8 – Property rights and Copyrights
1. The use of all image and film material is restricted to the duration of the collaboration. In addition, any photographs made available to the customer by Neoperl AG are protected by copyright for the benefit of Neoperl AG. By accepting the images the receiver fully acknowledges these rights. The commercial use of photographs in connection with Neoperl AG’s products is only permitted if Neoperl AG has been sent a proof copy of the relevant brochure/website or similar document in advance and has provided the appropriate authorisation for publication. Any unauthorised use of these works constitutes an infringement of rights and will be sanctioned accordingly. This also applies to the editing of photographs. Neoperl AG reserves the right to withdraw authorisation at any time with reasonable notice. Neoperl AG is never able to grant full rights to a third party, as part of the copyright always remains with the photographer.
2. Ownership to products made available to the buyer for view / selection remains with Neoperl AG and may not be disposed of without the approval of Neoperl AG. If the goods are lost, the buyer is liable.
3. With respect to manufacture pursuant to buyer specifications, the buyer must make certain that no industrial property rights or other rights of third parties are being infringed upon. Neoperl AG is under no obligation to investigate or verify such matters.
4. Ownership to the trademarks used on the product and/or its packagings supplied by Neoperl AG remains exclusively with Neoperl. The buyer must not make any other use of these trademarks than for the advertising and/or sale of the products supplied by Neoperl AG The buyer has no further right to use and/or exploit these trademarks. The buyer agrees, not to affix any other trademark on the product and/or packaging supplied by Neoperl AG.
§ 9 – Warranty
1. If goods or services provided by Neoperl AG turn out to be defective, Neoperl AG grants a guarantee of 24 months on material after the transfer of risk pursuant to § 6. Neoperl AG may exercize its own discretion as to whether the defect is removed through improvement or replacement delivery. Moreover, any warranty, insofar as legally permissible, is disclaimed.
2. In order to assert claims for defects, the buyer must promptly inspect the product - at the latest within three working days - pursuant to § 5, Item 1 and immediately inform NEOPERL AG in writing of any defects. The products objected to must be sent to Neoperl AG for inspection. If any supplementary performance is due, only the costs of the goods and transport will be assumed; any eventual consequential costs will not be reimbursed.
3. If materials supplied are exchanged in the course of supplementary performance by the Neoperl AG, the Neoperl AG acquires the ownership to the exchanged components. The deadline warranty period for replaced or repaired goods begins anew and likewise lasts for 24 months after shipment of the replacement goods by Neoperl AG.
4. If the supplementary performance is not successful, the buyer may reduce payment, rescind the contract or demand compensatory damages. If a claim for compensatory damages is made, the buyer must first turn to its insurer, that is, all damages must be reported to the insurer and paid by the latter.
§ 10 – Returns
1. In principle Neoperl AG does not accept the return of any goods. A return after prior agreement is however possible. In this case, a credit to the benefit of the buyer will be issued with the deduction of a processing fee of at least 15% of the net worth of the goods.
2. Without exception, Neoperl AG will not accept the return of packaging materials. 3. Returns will first be processed after a return number is given. If the customer plans to return goods, a return must be stated in a writing sent to Neoperl AG containing a listing of the articles, quantity and reason for the return. Thereafter a return slip will be prepared for redemption and sent to the corresponding buyer per fax or email. The return slip must be included in the return of goods. The return cannot be processed without a return number and a return slip, nor can the returned goods be accepted. 4. Returns must be sent to the following address notwithstanding other agreements: For Switzerland: For abroad: 1. Neoperl AG is liable only for damages caused through gross negligence or intentional behavior. Neoperl AG is not liable for non-culpable delay, breach of a duty to cooperate by the customer or other impossibility of performance of its contractual duties at no fault of its own. 2. Liability of auxiliary personnel for normal and slight negligence, for indirect damages or consequential damages, as well as liability for third parties and, insofar as legally permissible, is excluded. 3. Neoperl AG moreover is not liable for damages caused by natural wearand-tear, unsuitable or improper use, faulty assembly or setting into use by the buyer or third parties, faulty or negligent handling and excessive use or other reasons, which the Neoperl AG did not cause. The same is valid, if at the appearance of a defect the buyer or third parties does not promptly give Neoperl AG the opportunity to cure the defect. 4. Any further liability on the part of Neoperl AG is excluded. Changes in the circumstances of the buyers like default in payment, payment difficulties, suspension of payment as well as the initiation of lawsuits or proceedings authorize Neoperl AG to immediately rescind all possible delivery obligations. 1. Exclusive court venue for all eventual disputes is CH-4153 Reinach. 2. All contractual relationships are governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods. 3. The invalidity of individual provisions of this GTC does not affect the validity of the remaining provisions or the existence of the GTC. A provision, which best approximates the economic content of the invalid provision is valid in place of the invalid provision. The same is valid in case of a contractual ommission. April 2019
Neoperl AG
Pfeffingerstrasse 21
CH-4153 Reinach BL
Neoperl AG
C/o Streck Transport GmbH
Brombacherstrasse 61
79539 Lörrach
Germany§ 11 – Liability
§ 12 – Right of Recission
§ 13 – Final Provisions