Lcap > GSC

Gernal Sales Conditions

1. General

The contract shall become effective on the date the purchaser has received the supplier's written order acknowledgement, stating acceptance of the order. - The present general sales conditions shall be binding if declared applicable in the tender or in the order acknowledgement. Any conditions stipulated by the purchaser which are in contradiction to these general sales conditions shall only be valid if expressly agreed to by the supplier in writing. Any agreement or declaration which may become subject to legal litigations between the parties of the contract, must be established in written form in order to be valid. If any clause of the present general sales conditions should become fully or partly inapplicable, the parties will replace it by a clause having legal and economical effects as similar as possible to those of the clause having become inapplicable.

2. Scope of DELIVERIES and services

The goods and services are exhaustively specified in the order acknowledgement or in appendices thereto. The supplier is authorised to make changes resulting in improvements, provided that there will be no price increase.

3. Technical documents

Unless otherwise agreed upon, sales brochures, catalogues and data sheets are not binding for the supplier. Data given in technical documents are only binding if they have been expressly stipulated as guaranteed. - Each party to the contract retains all rights regarding its technical documents supplied to the other party. The party receiving such documents recognises these rights and shall - without previous written permission of the other party - not make these documents available to any third party, either in whole or in part, nor use them for purposes other than those for which they were transmitted.

4. Applicable prescriptions at the PLACE OF destination and security devices

The purchaser has to draw the supplier's attention, at the latest by the time of placing the order, to the prescriptions and norms applicable to the ordered goods and services, to their use and to the prevention of illnesses and accidents.

5. Prices

Unless otherwise agreed upon, all quoted prices are net, ex works, excluding Swiss VAT, if any, and excluding packaging, in freely transferable Swiss Francs, and without any deduction whatsoever. All additional costs, as for example freight charges, export-, transit- and import-licences, as well as costs for all other authorisations and certifications, are billed to the purchaser. The purchaser will pay also all taxes, levies, fees, custom duties or other claims relating this contract, or will refund such costs to the supplier on presentation of copies of bills if the supplier had to take care of them. Assembly, installation and the start-up are also, unless otherwise agreed upon, to be paid by the purchaser. The supplier reserves the right to adjust his prices in case of modifications of the wage-rate, or raw material costs, occurring between the date of the offer and the date of execution.

6. Terms of payment

The buyer shall make payments effective at the location (place of business) of the supplier, according to the terms of payment agreed upon, without any deduction for cash discount, expenses, taxes, levies, fees, custom duties, and the like. The payment obligation is fulfilled, when the full amount in Swiss Francs is at the supplier's free disposal at his location. If the contract authorises other means of payment, the purchaser will pay for any discount, tax, recovery costs or other incurred royalties. The agreed payment date must be observed even if the transport, the delivery, the assembly, the start-up or the commissioning of goods or services are delayed or made impossible for reasons beyond supplier's control, or when non-essential pieces have not arrived, or if additional work is required, not hindering the use of the delivered goods or services. If the instalments and securities agreed upon at the conclusion of the contract are not made in accordance to the latter, the supplier is entitled to both, either maintain the contract, or to withdraw from it, and in both cases to claim damages. If the buyer is delayed with one ore more of his payments for whatever reason, or if circumstances which have arisen after the conclusion of a contract may let the supplier seriously fear that the purchaser will not totally and/or not in time, fulfil his obligations, the supplier is entitled, without prejudice to his legal rights, to suspend performance on the contract, and to retain goods ready to dispatch until a new agreement regarding terms of payment and delivery has been concluded and the supplier has received the necessary securities. If such an agreement may not be reached within a reasonable delay, or if the supplier does not receive the necessary securities, he is entitled to withdraw from the contract and to claim damages. - If the purchaser does not keep the deadlines for payments, he shall be liable, without reminder, for payment of interests, starting on the agreed date on which the payment was due. The right to claim further damages is reserved by the supplier.

8. OWNERSHIP OF GOODS

The supplier shall remain to be the owner of all goods until he has received full payment in accordance with the contract. - The purchaser shall take measures to protect received goods that are still the supplier's property, from damage. - The supplier is authorised, with or without the purchaser's approval, to enter a claim of ownership in the corresponding register.

9. Delivery time

The delivery time is counted from the date the supplier has accepted the order, and/or the date on which all technical points have been settled. - The delivery time is reasonably extended in the following cases : if the information required by the supplier for execution of the contract is not received in time, or if the purchaser subsequently changes specifications; if terms of payment have not been observed, if letters of credit have been established to late, or not for the required period; if the necessary import licences did not reach the supplier in time; if hindrances occur which the supplier cannot prevent despite using the required care, regardless of whether they affect the supplier or the purchaser or a third party. Such hindrances include, but shall not be limited to, epidemics, mobilization, war, revolution, serious breakdown in the factories, accidents, labour conflicts, late or deficient delivery of raw materials, semifinished or finished products by subcontractors, deterioration or damage of important parts, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God.

9. Packaging

The supplier will invoice packaging separately and the latter cannot be returned for credit. However, if the packaging is identified as the supplier's property, it must be returned by the purchaser free of charge to the supplier.

10 TRANSFER of PROFITS and risks

The profits and risks shall pass over to the purchaser when the goods are leaving the supplier's factory. - If dispatch is delayed at the purchaser's request, or due to reasons beyond supplier's control, the risks shall pass over to the purchaser at the originally agreed shipping date. From this moment on, the goods shall be stored and insured at the cost and at the risk of the purchaser.

11. Dispatch, transport anD insurance

The supplier must be informed in time regarding special dispatch, transport and insurance requirements. The purchaser takes care of freight charges and risks during transport. After receipt of the goods or transport documents, the purchaser has to inform the last forwarding agent of all complaints regarding dispatch or transport. - The purchaser has to contract an insurance against all risks that may occur.

12. ACCEPTANCE PROCEDURES FOR GOODS AND SERVICES

The supplier shall inspect goods and service commitments before dispatch as per normal practice. The purchaser may request additional verifications only if previously agreed upon and at his own costs. - The purchaser shall inspect delivered goods and services within a reasonable time period and shall immediately notify the supplier in writing of any deficiencies. If the purchaser fails to do so, the goods and services are considered as accepted. - Having been correctly notified of any deficiencies, the supplier shall as soon as possible remedy them, and the purchaser shall give the supplier the possibility of doing so. After repair of the deficiencies, a new acceptance test will be made, upon request of the purchaser or the supplier. - The establishment of acceptance tests and conditions related thereto will be the object of a special agreement. - The goods and services are also considered as accepted if acceptance tests have not been established or carried out for reasons beyond supplier's control; when the purchaser refuses the acceptance without justification; if the purchaser refuses to sign the correctly established acceptance procedure; or as soon as the purchaser starts to use goods or services delivered by the supplier. - Whatever the deficiencies in goods or services may be, the purchaser will have no other rights and claims than those expressly stipulated in Clause 13 of the present general sales conditions (guarantee, liability regarding defects).

13. Guarantee, liability REGARDING defects

Unless otherwise agreed upon, the guarantee period starts when the goods leave the factory, or when the final assembly is finished, in case that the supplier is in charge of it, or when goods and services have been received by the purchaser. - If dispatch, final assembly or reception procedures are delayed, due to reasons beyond supplier's control, the guarantee period shall end not later than 1 year after the purchaser has been informed that the goods are ready for dispatch. - The guarantee expires prematurely if the purchaser or a third party carries out inappropriate modifications or repairs, or if the purchaser, in case of a defect, does not immediately take all appropriate steps to limit any damage caused by a defect, and does not give the supplier the possibility of remedying such defect. - Upon written request of the purchaser, the supplier undertakes, as he sees fit, to either repair or replacement as quickly as possible any parts of the delivered goods which, before expiration of the guarantee period, are proved to be defective due to faulty material, wrong design or poor workmanship. Replaced parts shall become supplier's property. The supplier pays costs of repairs carried out in his factory. If the repair work cannot be carried out in the supplier's factory, the purchaser will have to pay those costs exceeding the normal costs of transport, manpower for repair work, travel and stay, as well as dismounting and reassembly costs. - Warranties are only those which have been expressly specified as such in the order acknowledgement or in the specifications. Any warranty is valid not longer than the expiration date of the guarantee period. If an acceptance specification has been agreed upon, the warranty conditions are considered fulfilled as soon as the acceptance tests have proved conformance with said acceptance specification. In any case, the liability of the supplier will not exceed reimbursement of the sums paid by the purchaser for the goods, subject to possible contract cancellation. - Excluded from supplier's guarantee and liability are claims for damages which cannot be shown to have their origin in faulty material, wrong design or poor workmanship, that is claims for damages resulting from normal wear, insufficient maintenance, failure to observe operating instructions, excessive loading, use of any unsuitable operation conditions and materials, influence of chemical or electrolytic action, manufacturing and assembly operations not foreseen by the supplier, or resulting from other reasons beyond supplier's control. Regarding goods and services of subcontractors, prescribed by the purchaser, the supplier extends only a guarantee within that given by the subcontractors. With respect to any defective material, design or workmanship, as well as to any lack to fulfil warranties, the purchaser shall not be entitled to any rights and claims other than those expressly stipulated in Clause 13. - The supplier can be held responsible only in case of wilful misrepresentation or gross negligence, in case the purchaser should put forward claims for damages due to wrong advice, wrong data, or due to breach of any other obligation of the supplier.

14. CANCELLATION OF THE contract by the supplier

The contract will be adapted in a suitable manner should unexpected events considerably change economical aspects or the nature of goods or services, or severely affect the supplier's activities, or when execution of the contract will later on be rendered impossible. If such an adaptation cannot be accepted on economical grounds, the supplier is entitled to cancel the contract, or a part thereof. - If the supplier plans to make use of his withdrawal right, and as soon as he can estimate the course of events, he will immediately inform the purchaser. This rule is also applicable if both parties agreed initially to extend the delivery deadline. In case of cancellation of the contract, the supplier is entitled to claim payment of already delivered goods and services. The purchaser cannot claim any damages based upon such a cancellation.

15. Exclusion of further liability on the supplier's part

Any breach of contract and the relevant consequences arising as a result of such breach of contract as well as all rights and claims of the purchaser, irrespective on what legal ground they are based, are exhaustively covered by the present general sales conditions. In particular, any claims for damages, reduction of price, termination or cancellation of the contract, not expressly admitted in the contract, are invalid. In no case whatsoever shall the purchaser be entitled to claim damages other than those directly related to remedying defects of the goods or services. No claims whatsoever will be allowed due to loss of production, loss of use, loss of orders, loss of profits and other direct or indirect or consequential damage. - This limitation of liability, however, shall not apply in case of wilful misrepresentation or gross negligence by the supplier, but will apply in case of wilful misrepresentation or gross negligence of third parties employed or appointed by the supplier to perform any of its obligations.

16. RIGHT OF APPEAL of the supplier

When, due to acts or omissions of the purchaser or of third parties, appointed by the purchaser, persons are hurt or goods are damaged, and when, for this reason, the supplier's liability is engaged, the supplier is entitled to appeal to the purchaser. The purchaser must instruct, or must have instructed the users of the delivered goods, regarding necessary precautions to be taken for assembly, use and disposal of goods, according to the indications given by the supplier, in order to avoid damages to persons, materials or environment.

17. Jurisdiction and applicable law

The place of jurisdiction for both, the purchaser and the supplier, shall be at the registered office of the supplier, CH-1400 Yverdon-les-Bains. The supplier shall, however, be entitled to sue the purchaser at the latter's registered address. - The contract shall be governed by Swiss law.

18. Validity of these conditions

The present sales conditions became effective on 1st December 2012. The French text and the legal interpretation thereof will govern sales contracts and any legal litigations between the parties. This English text is to be regarded only as a translation of the French text and as a guide for English speaking purchasers.