General Sales Conditions
  1. Definitions
  2. In these conditions the following terms will have the following meaning:
    • "Company" means ELACTIS SA.
    • "Customer" means the customer of the Company.
    • "Contract" means for the sale of Goods by the Company to the Customer.
    • "Goods" means any goods or products forming the subject of Contract including parts and components.

  3. Delivery conditions
    • Elactis SA accepts no liability for defective or incorrectly manufactured Goods which result from inadequate or misleading information supplied by the customer.
    • Production data and orders which are incorrect, incomplete, ambiguous, duplicated, conflicting (e.g. same part number with different production data), or provided in an obscure form. This type of information inevitably leads to delivery delays, unsatisfactory order execution and disputes.
    • The number of Goods delivered may differ from ordered quantities due to production conditions up to five percent. Only delivered products are invoiced.

  4. Quotation
  5. Quotations by the company unless otherwise stated in them will be open for acceptance within 60 days of the date of the quotation.

  6. Existence of contract
    • No contract will come into existence until the Customer's order (however given) is accepted by the Company's written acceptance, delivery of the Goods and the Company's invoice.
    • These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
    • No variation or amendment of the Contract or oral promise or commitment relating to it shall be valid unless committed to writing and signed by or on behalf of both parties.

  7. Prices
    • Unless otherwise agreed upon, the prices for the goods are ex-works and exclude packing, insurance and carriage, Swiss VAT, and other taxes or duties. Prices invoiced are calculated in respect of the quantity of Goods actually delivered irrespective of the quantity in respect of which any quotation was issued.
    • The Company shall reserve the right in respect of any uncompleted portion of the Contract to adjust its prices for any increase in the price of raw materials, parts, labor or wages rates, transport, changes in work or delivery schedules or quantities or any other costs of any other kind arising for any reason after the date of the Contract.
    • An appropriate price adjustment shall apply in case of delivery time has been subsequently extended due to any reason, or any documents furnished by the Customer were not in conformity with the actual circumstances, or were incomplete.
    • Price changes shall take effect on the date of service on the Customer of notice of the change.

  8. Terms of payment
    • All invoices are payable without discount of any kind in Euro for European customers, and Swiss francs (Swiss customers and non-European customers) in one month (i.e. 30 days) of the date of the Company's invoice and in no circumstances shall the Customer be entitled to make any deduction (ex. cash discount, expenses, taxes, fees and duties) or set-off or withhold payment for any reason at all.
    • Payment shall be at customer´s Domicile. Unless otherwise agreed upon, the amount of contract shall be paid in the following installments:
      • One half as advance payment within ten days after receipt of the order acknowledgment by the customer.
      • The remainder within one month after Elactis´ advice that the goods are ready to deliver.
    • Payments made within 10 days of the date on the invoice will be discounted by 2 %.
    • If the customer delayed in the agreed terms of payment, it shall be liable, without reminder, for interest with effect from the agreed date on which the payment was due at a rate of 4% on a daily basis over the 3months CHF-Libor target. The right to claim further damages is reserved.

  9. Reservation of title
    • Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Company and shall not pass to the Customer until the total amount due under the invoice (including interest and costs) in accordance with the contract has been paid in full.
    • Until title passes the Customer shall hold the Goods for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
    • The Company may at any time before title passes and without any liability to the Customer:
      • repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer's right to use, sell or otherwise deal in them, and
      • for that purpose of determining what if any Goods are held by the Customer and inspecting them enter any premises of or occupied by the Customer.
      • Until title passes the entire proceeds of sale of the Goods shall be held in trust for the Company and shall be held in a separate designated account and not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company's money.
      • The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.

  10. Delivery time and performance
    • The delivery time is reasonably extended if
      • If the information required by the Company for performance of the contract is not received in time, or if the customer subsequently changes it thereby causing a delay in the delivery of Goods or service.
      • If hindrances occur which the Company cannot prevent despite using the required care, regardless whether they affect the Customer or a third party. Such hindrances include, but shall not be limited to, serious breakdown in works, accidents, Labor conflicts, late delivery by subcontractors of raw materials, semi-finished and finished Goods.
      • If the Customer or a third party is behind schedule with work it has to execute, or with the performance of its contractual obligations, in particular if the Customer fails to observe the terms of payment.
    • The Goods are delivered to the Customer when the Company makes them available to the Customer or any agent of the Customer or any carrier (who shall be the Customer's agent whoever pays its charges) at the Company's premises or other delivery point agreed by the Company.
    • The Company may at its discretion deliver the Goods by instalments in any sequence.
    • Where the Goods are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered goods.
    • The Company may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser or greater number than the number of Goods ordered.
    • Any dates quoted by the Company for the delivery of the Goods are approximate manufacturing days only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.
    • The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

  11. Risk
    • Risk in the Goods passes when they are delivered to the Customer.
    • If the Customer fails to take delivery of the Goods or any part of them on the due date, and to provide any instructions or documents required to enable the Goods to be delivered on the due date, the Company may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place, and the Customer shall pay to the Company all expenses including storage and insurance charges arising from its failure.

  12. Guarantee, liability for defects
    • The guarantee period is 12 month. It starts when the Goods leave the works. If the delivery is delayed due to reasons beyond the Company´s control, the guarantee period shall end not later than 18 months after the Company notification that the Goods are ready to deliver.
    • The guarantee expires prematurely if the Customer or a third party undertakes inappropriate modifications or repairs, or if the Customer, in case of defect, does not immediately take all appropriate steps to mitigate the damage and give the Company the possibility of remedying such defect.

  13. Claims notification
    • Any claim for non-delivery of Goods shall be notified in writing by the Customer to the Company within 10 days of the date of the Company's invoice.
    • Any claim that any Goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company in 7 days of their delivery.
    • Any alleged defect shall be notified by the Customer to the Company in 7 days of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection in 7 days of the defect coming to the Customer's attention and in any event in 12 months of the delivery of the Goods.
    • Any claim under this condition must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods.
    • The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall promptly return all Goods the subject of any claim securely packed and carriage paid to the Company for examination. Such Goods returned for inspection shall be in the condition in which they were supplied that is to say without any components not supplied by the Company.
    • The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedure in these conditions.

  14. Scope of contract
  15. Under no circumstances shall the Company have any liability whatever kind for:
    • Any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or neglect or from any instructions technical data or materials provided by the Customer
    • Any Goods which have been adjusted, modified or repaired except by the Company;
    • the suitabi1ity of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;
    • Any substitution by the Company of any materials not forming part of any specification of the Goods agreed in writing by the Company;
    • Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company's catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the Goods and not to form part of the Contract or to be treated as representations;
    • Any technical information, recommendations, statements or advice furnished by the Company its servants or agents not given in writing in response to a specific written request from a Customer before the Contract is made; or
    • Any variations in the quantities or dimensions of any Goods or changes of their specifications or their substitution of any materials, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials are of a quality equal or superior to those originally specified.

  16. Extent of liability
    • The Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except:
      • for death or personal injury resulting from the Company's negligence, and
      • as expressly stated in these conditions.
    • If the Customer establishes that any Goods have not been delivered, have been delivered damaged, are not of the correct quantity or do not comply with their description the Company shall, at its option, replace with similar goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.
    • If the Customer establishes that any Goods are defective the Company shall, as its option, replace with similar goods or repair any defective Goods or allow the Customer credit for their invoice value.
    • The delivery of any repaired or replacement Goods shall be at the Company's premises or other delivery point specified for the original Goods.
    • Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set-off or other claim shall be made by the Customer against or in respect of such other parts of the Goods.
    • No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods by any person except the Company.
    • The Company shall not be liable where any Goods the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by the Company at the prices ruling at the date of dispatch. In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods.

  17. General
  18. The Company may sub-contract the performance of this Contract in whole or in part.
    • The Company shall have a lien on all the Customer's property in the Company's possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days' notice in writing to the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to the Company end the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer's property.
    • The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults if any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur.
    • If the Goods are manufactured in accordance with any design or specification provided by the Customer the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

  19. Cancellation
  20. Orders for Goods wil1 be charged in full unless written notice of cancellation is received not later than 1 week before the expected delivery date quoted in the Company's order acknowledgement and manufacture of them has not commenced at the date of that notice.

  21. Force majeure
  22. The Company shall not be liable for any failure in the performance of any of obligations under the Contract caused by factors outside their control.

  23. Law and jurisdiction
  24. The Contract shall be governed by Swiss Law and the Customer consents to the exclusive jurisdiction of the Swiss courts in all matters regarding it except to the extent that the Company invokes the jurisdiction of the courts of any other country.

  25. Notices
  26. Any notice given under the Contract shall be in writing and may be served
    • personally,
    • by registered or recorded delivery mail,
    • by facsimile transmission, or by any other means which either parts accept.

  27. Validity of the general sales conditions
  28. These conditions are valid as of the 26th of July 2010.
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