General Terms and Conditions
(Date: 01. November 2015)
(1) Unless otherwise expressly agreed upon, all business transactions of AlphaCrom – also future ones – shall be exclusively subject to these Conditions of Sale. Additional in cross-border trade INCOTERMS of the International Chamber of Commerce apply in Paris in their current version when the contract is concluded. AlphaCrom shall not recognize any of the purchaser´s conditions to the contrary, the purchaser´s terms and conditions hereby being objected to. The conditions of Sale of AlphaCrom shall apply even if, in awareness of the purchaser´s conditions to the contrary, the contractual obligations of AlphaCrom are fulfilled without reservation.
2 Conclusion of Contract
(1) Any agreements between AlphaCrom and the purchaser concerning the contract and its execution must be made in writing.
(2) Offers of AlphaCrom are subject to changes. Depictions, measurements, weights and other performance figures contained therein, shall be without obligation. Prices and conditions for orders are available from date of receipt of the order. AlphaCrom shall be bound by the prices quoted in offers for four weeks from the date of the offer.
(3) A contract shall not become effective before the order has been confirmed in writing by AlphaCrom.
3 Terms of Payment
(1) Prices are quoted free carrier (DAP), Rheinfelden/Switzerland, additionally the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon in written.
(2) The purchasers price is due and payable on receipt. The purchaser of a claim for remuneration is put in default at the latest if he fails to perform after the due date and receipt of an invoice. If the time at which the invoice reached the purchaser is uncertain, the purchaser is put in default at the latest 30 days after receipt of the counter performance. AlphaCrom reserves all rights to claim further damages for delay and interest from the date due according to Switzerland Commercial Code.
(1) The products shall be delivered DAP, Rheinfelden/Switzerland (INCOTERMS in their updated version). The risk of loss or damage of the goods passes to the purchaser upon delivery of the goods to a carrier named by the purchaser or AlphaCrom to the place named.
(2) Terms and deadlines for shipment and services are only obligatory after a written confirmation by AlphaCrom.
(3) Delivery is conditioned upon timely and proper performance of all duties of the purchaser, if the puchaser is liable to payment in advance. Defences based on non-performance of the contract are reserved.
5 Force Majeure
Events of force majeure relieve AlphaCrom of their service obligation for the duration of the disruption or disorder and to the event of its repercussions in as much as the events and their consequences and are not due to any fault of AlphaCrom. Events of force majeure are i.e. disruptions of traffic enterprises and operational disorders of AlphaCrom as well as the consequences of such events, shortage of raw materials, excipients or energy, flooding, fire, strike, lock-out, administrative directives. That applies to that case, that supplier are in the same situation. Also the purchaser or AlphaCrom is not responsible for circumstances formentioned, if the circumstances arise during a present default. Both parties are entitled to withdraw from the contract, if the product cannot be delivered or accepted within 8 weeks because of malfunction. Claim for damages do not exist in that case.
6 Retention of Title/Resale
(1) AlphaCrom retains title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, AlphaCrom is entitled to take possession of the goods.
(2) Until full receipt of the payment the purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform AlphaCrom in writing if the goods become subject to rights of third persons or other encumbrances. AlphaCrom has the possibility to file a third party proceeding (sec. 771 BGB). Such third party shall be liable for any costs incurred by AlphaCrom in this regard. Should such third party not be able to satisfy the claims of AlphaCrom, the purchaser shall be held liable.
(4) The purchaser may not resell any goods of AlphaCrom in the course of his regular business. Only after conclusion of a “Distribution Agreement” between purchaser and AlphaCrom the purchaser may resell goods of AlphaCrom.
(1) Precondition for any warranty claim of the purchaser is the purchaser´s full compliance with all requirements regarding inspection and objection established by OR (Obligationsrecht). The purchaser has to announce obvious defects immediately and in writing to AlphaCrom, at the latest within 10 days upon good´s arrival stating invoice number and date. Hidden defects have also to be announced immediately and in writing, at the latest within 10 days after ascertainment of defect. Punctual dispatch suffices to comply with the time limit. AlphaCrom shall have no liability for claims of defects not notified within 10 days of receipt or ascertainment.
(2) Warranty claims shall be time-barred after 1 year of the delivery of goods. Products with a longer warranty, in writing to agreed guarantee claim form exception from this. Other claims will remain unaffected.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of remedy of the defect or delivery of conforming goods. The seller shall have the right to opt between subsequent delivery or rectification of defects as subsequent performance pursuant to the Switzerland Civil Code. The claim to supplementary performance must be asserted in writing immediately after the detection of the defect.
(4) The purchaser is only entitled to terminate the contract or to reduce the purchasers price if supplementary performance cannot be agreed or is impossible due to other reasons. The purchaser is further entitled to assert damages or a surrogate for vain expenses.
(5) Any instructions for use or maintenance not adhered to, changes made in the delivered goods, exchange of parts, or use of materials not in line with the original specifications, shall result in the forfeiture of any warranty claims. This shall apply likewise if performances rendered by us are not used as stipulated in the contract, or are used together with third party performances.
(6) The assignment of warranty claims asserted by the direct purchaser against AlphaCrom shall not be admissible without prior written consent of AlphaCrom.
(1) AlphaCrom is liable according to all direct damages caused by AlphaCrom, its agents or assistants. Liability of AlphaCrom is limited to intent or gross negligence. This limitation of liability does not apply to damage of life, body or health and to infringement of obligation, which is a fundamental importance for achievement of contractual use. In that case the liability is limited to typically predictable damage.
(2) Liability of AlphaCrom under the Product Liability Act shall remain unaffected.
9 Disposal of Electrical Equipment
(1) The purchaser assumes the duty to dispose the goods at the purchasers own expense according to the applicable local regulation and laws.
(2) The purchaser indemnifies AlphaCrom from its obligation under Switzerland ElektroG (take-back-obligation of the manufacturer) and from any third party claims being associated therewith.
(3) Section 9 paragraph 1 and 2 of this agreement become time-barred two years after ending of goods use. The respite of two years begins with receipt of written notice of ending of goods use by the purchaser at the earliest.
10 Applicable law, Jurisdiction
(1) This contract shall be governed by the laws of the Switzerland (excluding the Convention on Contracts for the International Sale of Goods).
(2) If the parties do not expressly stipulate anything contrary, the place of fulfillment is for both parties the head office of AlphaCrom. The exclusive place of jurisdiction is Zug/Switzerland.
11 Miscellaneous Terms
(1) Amendments and additions to these terms and conditions including this clause require AlphaCroms written confirmation.
(2) In the event that any provisions of these General Conditions of Sale should be partly or entirely invalid, the remaining provisions shall have full validity. Instead of the partly or entirely invalid provisions shall be that legal valid provision effective, that comes closest to the beneficial function of the partly or entirely invalid provision. Same will be valid in case of a contractual gab.