GENERAL TERMS AND CONDITIONS
1.1 Our General Terms and Conditions stated below shall apply exclusively for all sales, deliveries and services performed.
1.2 The buyer’s General Terms and Conditions shall be effective only if agreed upon separately and acknowledged by Alemnis AG in writing.
1.3 Any order and any acceptance of deliveries shall be deemed acceptance of these General Terms and Conditions by the buyer. The General Terms and Conditions shall apply for the duration of the business relationship between the parties.
2. Offer and contract conclusion
2.1 Our offers are without obligation and not binding in terms of prices or delivery periods. Drawings, illustrations and measurements or other specifications are only binding if this has explicitly been agreed in writing between the parties. Alemnis AG shall be entitled to adapt the products to the latest state-of-the-art without having to notify the buyer of this or obtain the buyer’s permission.
2.2 Based on these General Terms and Conditions, orders placed with Alemnis AG shall only be deemed contractual after they have been confirmed in writing. If the buyer does not object within 48 hours to an order confirmation sent by Alemnis AG, the contents shall be deemed to have been approved, even if said confirmation of order should deviate from prior offers. Additional agreements or assurances that go beyond the scope of the written contract, as well as any subsequent amendments and additions to the contract shall require written confirmation in order to have legal validity.
2.3 Alemnis AG reserves the right to declare the withdrawal from the contract at any time or refuse further deliveries in the case of items made to order and orders with special conditions made by the buyer. Should the parties agree on a part delivery or subsequent delivery and Alemnis AG is not able to comply with the desired quality or delivery dates, Alemnis AG provides the buyer as soon as possible with information about the delay and/or the expected delivery date. A late delivery does not give the buyer any right to raise any claims for damages.
3. Prices and terms of payment
3.1 Prices are “ex-works” and exclude namely costs for packaging, freight, customs, import, ancillary charges, bank charges and statutory value-added tax.
3.2 Should economic factors such as the prices of raw materials and auxiliary materials, wages, or other economic factors have a significant effect (10 % of the purchase price) on prices between conclusion of the contract and delivery, Alemnis AG reserves the right to adjust prices in line with such changes.
3.3 Invoices are due within 30 calendar days net after receipt and without any deductions.
3.4 In case of any delay, Alemnis AG is entitled to charge interest at the rate of 5% per annum. In addition, Alemnis AG is authorized to withdraw from the contract or to claim damages for non-performance of the contract.
3.5 Alemnis AG has the right to issue invoices for part deliveries and part performances by instalments. In the event of part deliveries and default in payment, Alemnis AG shall be entitled (even in contradiction to prior payment agreements) to make subsequent deliveries only against cash in advance.
4. Delivery dates
Delivery dates are stated to the best of our knowledge and capacity, they are, however, non- committal. Delivery by instalments is admissible.
5. Transfert of benefits and risks
The benefit and risk of the purchase object(s) pass to the buyer on conclusion of the contract. If the goods are shipped, the benefit and risk pass on to the buyer when the object is handed over for dispatch to the shipping company. Upon explicit request of the buyer, a transport insurance covering all usual risks is made at the buyer’s own expenses.
6. Warranty of quality and fitness
6.1 The warranty period is one year except in cases in which separate warranty periods were agreed for individual items delivered. The warranty period shall begin as of the time of passage of benefits and risks pursuant to section 5. Defects that are obvious or recognizable following a due and proper examination shall be reported by the buyer in writing immediately without undue delay -- latest within seven days -- after receipt of the goods. Defects that could not have been detected within such a period, even in the case of due and proper examination shall be reported immediately after their detection. All notices of defects must be made in writing with an accurate description of the defect to be valid.
6.2 Warranty for defective products is given at Alemnis AG’s discretion by performing rework or by substitute delivery. In case of rework or substitute delivery fail, the buyer has the choice to request the purchase price to be reduced or to withdraw from the contract. No other claims in connection with defects -- in particular claims for damages -- on the part of the buyer will be considered.
6.3 All warranty claims shall expire if the delivered goods are modified or processed.
6.4 Alemnis AG does not guarantee for the unsuitable or improper usage, defective erection and/or initial operation by the buyer or third parties, natural wearing, defective or negligent handling, chemical, electro-chemical or electrical influences.
7. Reservation of ownership
7.1 Alemnis AG retains all ownership rights of the goods until the purchase price is fully paid.
7.2 As long as this reservation of ownership is in effect, the buyer may not assign the goods or transfer these by way of security.
7.3 In case of seizures or other dispositions or infringement into property rights by third parties, the buyer will immediately inform Alemnis AG of such action.
7.4 In case the buyer violates any of his duties, especially in case of delayed payment, Alemnis AG is entitled to withdraw from the contract and to recall the delivery after an appropriate grace period to fulfil the contract has been given without success. The buyer is obligated to surrender possession.
8.1 Liability for loss or damage beyond the area of applicability of the law on product liability is assumed insofar as it has been proved that Alemnis AG acted with premeditation or gross negligence within the meaning of the statutory provisions of law.
8.2 Alemnis AG shall be liable for loss of prospective profits, loss of interest, plant interruption, production shutdown and other consequential damages only in case of intent or gross negligence.
8.3 The above made exclusions and limitations of liability shall not apply in cases of liability without fault, especially as defined in the product liability law, in cases of liability for initial inability to perform, in case of physical injury or loss of life and in cases of liability due to lack of qualities which have been promised.
9. Applicable law and legal venue
Legal venue is Thun (Switzerland). The contractual relationship between Alemnis AG and the buyer shall be exclusively governed by Swiss law with the exclusion of UN purchasing law (CISG).