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SARA ADUSE FOUNDATION - General Terms and Conditions (GTC) Version June 2023
SARA ADUSE FOUNDATION
General Terms and Conditions (GTC)
I. SCOPE OF APPLICATION:
All our offers, sales, and deliveries are made exclusively based on our General Terms and Conditions. Deviating agreements are binding for us only if they are made in writing.
II. OFFERS, ACCEPTANCE OF ORDERS:
For orders, changes to orders, and cancellations to be effective, they require written confirmation from us. Silence does not constitute consent. The contract is considered concluded upon receipt of the payment.
Agreed delivery deadlines are to be adhered to whenever possible, but they are not binding. They are contingent on proper ordering and clarification of all technical and administrative matters. We are entitled to perform partial or advance deliveries. Cases of force majeure or other circumstances not attributable to us or our suppliers, particularly disruptions in transportation and operations, delays in transportation and customs clearance, transportation damage, shortages of materials, labor disruptions, fire damage, labor or raw material shortages, strikes or lockouts, and all circumstances that prevent or reduce production or shipment, entitle us to postpone delivery for the duration of the impediment or to withdraw from the contract due to the unfulfilled part. The purchaser's withdrawal from the contract for these reasons is excluded.
IV. PERFORMANCE AND TRANSFER OF RISK:
Performance is to be carried out at the place of the creditor. Use and risk of price loss transfer to the creditor when the debtor performs at the correct location.
All bank charges and other fees are borne by the contracting partner. Our contracting partner is prohibited from offsetting any claims due to them against our claims or from assigning claims due to them against us to third parties, whether natural or legal persons, whether public or private law, (prohibition of set-off and assignment).
A defect exists if the condition of an item deviates from the condition contractually owed. The material defect must have existed at the time of the transfer of risk. The buyer must inspect the delivery and performance within a reasonable period and promptly notify the supplier of any defects in writing (Art. 201 Swiss Code of Obligations). Otherwise, the delivery is considered approved. In the case of so-called hidden defects that arise later, the buyer is also obliged to report them immediately. In the event of a existing defect, the buyer has the choice between rescission, a reduction in price, or exchange of the item. For goods that we ourselves have obtained from suppliers, we only provide a guarantee within the scope of the warranty claims available to us against the supplier. We only provide a guarantee for the products we have delivered that they have the properties that are usually expected for these products in the market. We only guarantee additional, specific properties of our products if these properties have been expressly assured by us when the order was placed. Warranty claims expire 2 years after delivery to the buyer, even if the defects are only discovered later (Art. 210 Swiss Code of Obligations).
VII. WARRANTY CLAIMS:
a) Rescission: If there is a warranty case, rescission may always be chosen. This also applies if the defective purchased item is accidentally lost, as in this case, the risk of loss falls back to the seller. Rescission leads to the termination of the contract. The state before the conclusion of the contract is restored step by step. The parties are to return the received performances. It is a contractual reversal relationship. In addition to the refund of the purchase price, the buyer may also have the right to a claim for damages.
b) Reduction: Reduction can generally always be chosen except in those cases where the decrease in value corresponds to the purchase price. Reduction means a reasonable price reduction due to a defect, which replaces the diminished value of the item. The purchase price is reduced by the percentage that corresponds to the decrease in value of the purchased item at the time of the transfer of risk.
c) Replacement delivery: In the case of generic purchases, the buyer has a right to a replacement delivery (Art. 206 Swiss Code of Obligations).
VIII. CHOICE OF LAW:
In the context of our contractual relationships, their execution, termination, or resulting disputes between our contracting parties and us, the application of Swiss law is agreed upon.
IX. COPYRIGHT AND USAGE RIGHTS:
Any commercial use of text and image material beyond the original purpose is expressly prohibited for copyright reasons. In the event of passing on to commercial companies, the recipient is obligated to make them aware of this condition and to have it confirmed in writing. In terms of copyright, reproduction, copying, and imitation, even in parts or sections, is not permissible.
Zurich, June 2023