General Terms of Sale

Valid until revoked, applicable to new orders as from 01 May 2012

 

I. Conclusion of contract

 

This General Terms of Sale ("General Terms") shall be applicable for all sales contracts between buyer ("Buyer") and Pelikan Hardcopy Production AG, Haldenstrasse 30, 8620 Wetzikon/Switzerland  ("Seller").

 

The sales contract shall become effective upon written confirmation of the order by Seller and upon acceptance of the General Terms by Buyer. Orders worth less than a purchase price of  € 250.-- shall not be accepted by Seller.

 

Buyer may receive an item of the General Terms from Seller's agent before placement of the order, but in any case from Seller together with the confirmation of the order. Upon placement of the first order, Buyer accepts the General Terms as a binding component of the sales contract between Seller and Buyer.

 

In no event Buyer's own potential general purchase terms shall become a component of the sales contract.

 

The General Terms shall apply to all subsequent deliveries without being mentioned again.

 

Any modification to concluded sales contracts including but not limited to volumes, deadlines and specifications of goods requires Seller's confirmation in
writing to be valid.

 

2. Delivery

 

Except as provided herein, the goods will be delivered as freight ex works, duty unpaid, in accordance with "Incoterms 2010" and its subsequent addendato Seller or to carrier/shipper mandated by Buyer(the "Place of Delivery").

 

Forwarding and shipping charges from Place of Delivery to final destination shall be borne by Buyer, including extra costs for fast or express shipment or shipment by courier service or any other additional costs. Buyer shall mandate directly with carrier/shipper on his own cost and risk. Upon request of Buyer, Seller may propose carrier/shipper, who shall be mandated also directly by Buyer.

 

Delivery shall be made per packaging unit according to the stock list; usually, derogations from the quantity ordered will be rounded up or down to full packages. Orders of special articles will be handled by Seller according to the sample, that was delivered to Buyer, provided that Buyer refers and specifies to the sample delivered within the order. Upon request Seller delivers to Buyer a sample for standard products; which in principal corresponds to the technology standard, used within the most recent production process for that particular product.

 

Discrepancies from the samples according to custom and usage and trade tolerances resulting from improvements or changes due to product developments are possible at any time. Seller's products cannot be used or applied in all existing applications and Seller shall not be held liable for any noncompatibility.

 

Delivery deadlines are subject to alteration unless otherwise agreed. In case of late delivery, the buyer's reminder thereof puts the seller in default, yet an additional period of time of a reasonable length shall
be granted.

 

In case of late delivery or delay, Buyer may not claim for compensation of damages, except in cases in which the delivery deadline was exceeded by Seller's intention or gross negligence. In any case, claims for compensation of damages shall be limited to the maximum amount of the corresponding invoice value. Seller is not liable for loss of profit.

 

3. Quality control

 

All the products manufactured or marketed as merchandise by the suppliers are subject to strict quality controls in accordance with the standards of Seller. Only flawless goods will be released for sale.

 

4. Additional charges

 

Euro palettes will be charged separately at € 10.-- each.

 

5. Prices

 

Prices are in € unless otherwise specified. Special packaging will be invoiced in addition to Buyer.

 

The prices shall be determined by Seller upon the issuance of the official price lists. Changes of the price lists are possible at any time and valid without notice to Buyer.

 

6. Payment

 

Payment shall be made in € to Seller unless otherwise agreed. Invoices are payable within 30 days of the date of invoice unless otherwise agreed. In case of default of payment of Buyer, all existing receivables shall be immediately due. Buyer is entitled to transfer and assign all claims resulting from any and all business relationship with Buyer to third parties.

 

7. Defects

 

Immediately upon receipt of the goods at the final place of destination, Buyer shall examine the goods and shall provide Seller with all information and evidence regarding defects.

 

Complaints due to non-hidden material defects, wrong deliveries and variations in quantities have to be notified in writing immediately, at the latest upon 14 days of the receipt of the goods. This shall be asserted together with the required evidence documentation in writing.

 

Visible defects in the outer packing shall be certified in the moment of disposal of the goods ex works at the Place of Delivery by carrier/shipper.

 

Buyer shall inform Seller immediately upon knowledge of hidden material defects in writing.

 

Buyer shall notify and liaise with carrier/shipper in order to provide evidence in the event that the (hidden or non-hidden) defect is resulting from the transportation or shipment.

 

All claims pertaining to defects of the item shall fall under the statute of limitation after 12 months of the supply of the goods to the Place of Delivery.

 

In case of legitimate notification of defects, Seller has the right to re-deliver goods without defect free of charge or to reimburse the purchase price in the amount of damage. Any other remedy for compensation of damage or loss shall be excluded. Seller is especially not liable for consequential damage or loss of profit.

 

Buyer may return goods to Seller only upon the prior consent of Seller. Such consent shall only be effective and valid in the event that Seller's customer service has issued a return authorization with the respective return number. Return items without a corresponding return number will not be accepted by Seller. Goods returned not due to defects or wrong deliveries shall be subject to a handling fee amounting to 10% of the return value.

 

Packaging damages shall be subject to an additional 15% deduction. In addition, the following current value deductions shall apply:

  • goods supplied more than 3 months ago:
    30 % of the remaining return value of the goods.
  • goods supplied more than 6 months ago:
    50 % of the remaining return value of the goods.
  • goods supplied more than 8 months ago:
    70 % of the remaining return value of the goods.

 

Buyer shall bear full responsibility that delivery, use and further disposition etc. of the goods is compliant with all protection or similar rights in the country of destination of the goods. Seller is not responsible for any such incompliance with protection or similar law in the country of destination of the goods. Buyer is informed that the goods may be highly flammable, inedible and that they shall only be used for their intended purpose. Seller does not accept any responsibility in case of improper use of the goods.

 

8. Transfer of benefit and risk /insurance

 

Benefit and risk shall be transferred to the buyer once the goods have left the production site of Seller. Buyer shall arrange for insurance coverage for the goods at his own costs and expenses, unless otherwise agreed.

 

9. Tolerances

 

Weights and measures are indicated with the usual tolerances. For special articles Buyer reserves derogations of +/- 10% from the quantity ordered.

 

10. Flammable goods

 

Flammable goods may not be carried or shipped by postal land services or airfreight. Such goods are only to a certain extent shippable by airfreight. In case of shipment by sea, flammable goods require specified protection. Costs incurred for such shipment shall be invoiced separately to Buyer.

 

11. Retention of title

 

The goods supplied remain the property of the Seller until the Buyer has settled all open invoices under the business relation with the Seller. This also applies for account balances to the extent that individual or all open invoices of Seller have been integrated in a current account as well as in case of cheque and bills receivables. All the receivables of the Buyer due to the resale of the goods remaining in Seller's property shall be transferred to Seller automatically upon the execution of the resale contract. Seller shall have the right to register this retention title in the retention register at the statutory seat of Buyer (if and to the extent any such register is existing) and Buyer herewith authorizes Seller to register this retention title in the retention register without any further cooperation of Buyer.

 

12. Partial invalidity

 

Should individual provisions of the present General Terms be or become invalid for whatever reason, the validity of the remaining provisions shall remain unaffected and in full force.

 

13. Jurisdiction

 

Exclusive place of jurisdiction for all legal matters resulting from business relationship between Buyer and Seller shall be the competent and ordinary court at the place of the registered office of Seller. Seller shall have the right to bring action against Buyer at the competent court of Buyer's registered office.

 

The contract is governed exclusively by Swiss law. The provisions of the Vienna Convention are not applicable for this agreement.

 

 

 

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