General terms and conditions
These General Terms and Conditions form part of our orders and confirmation procedure and apply to all our trading and commercial relations, such as contracts, deliveries and other services, including consulting services. Deviations from our General Terms and Conditions, supplementary agreements and any other informal understandings will only be binding when they have been expressly confirmed by us in writing. The remaining terms and conditions shall remain unaffected. We shall only be bound by the customer’s purchase terms and other general terms and conditions where these have been expressly recognised by us in writing.
Our offers are subject to change without notice and are non-binding. We reserve the right to alter the design, materials used and prices at any time. Any quotes, drawings, software and other documents made available to the customer shall remain our property. This material is entrusted to the personal care of the customer. Our rights, including intellectual property rights, shall continue to be maintained in full. The documents provided shall not be made available to third parties, either wholly or in part, and are to be returned to us immediately at our first request.
3. Conclusion of the contract
This supply contract shall only be considered concluded when it has been confirmed by us in writing.
4. Scope of supplies
Our services shall be performed exclusively in accordance with the scope of supplies specified in our confirmation of the order. Any additional services, and all subsequent amendments, insofar as these have been accepted by us, shall be invoiced separately.
Unless otherwise agreed in writing, our prices are quoted net, from our works, without packaging, and are made out in Swiss Francs exclusive of VAT. All shipping expenses, transport costs, fees, duties, tolls and other taxes are to be borne by the purchaser and shall be based, where applicable, on the charges applicable on the day the delivery is made. Our offer prices are binding insofar as the order is placed within the period of validity of our quote.
6. Conditions of payment
Unless otherwise agreed in writing, payments are to be made within thirty days of the date of invoice, net and without deductions or retentions. We reserve the right to charge interest at the rate of 5% a year on late payments. Before making additional deliveries we may first require the settlement of outstanding dues, pre-payments and/or securities. Where contracts require the commitment of large sums we shall be entitled to request advance payments to cover our expenses. The amount of the advance payments and their due dates will be laid down in our confirmation of the order. For the collection of expenses arising due to arrears we shall impose - and after the second reminder in each case - a flat-rate charge of twenty Swiss Francs per reminder. This shall be without prejudice to all other claims.
7. Delivery term
The delivery term shall be specified by us to the best of our judgement and shall commence on the date the order is confirmed, provided that all technical details have been clarified and any agreed down-payment has been received. The delivery term is met when the notice of readiness for dispatch has been sent to the purchaser within the period specified. Arrangements taken in the event of industrial action, acts of war, lack of raw materials, damage to tools etc, which delay the delivery or render it impossible, excessively difficult or expensive, will extend the delivery time accordingly or release us from our duty to deliver. In the event of failure to meet the delivery term the purchaser shall not be entitled to withdraw from the contract or to claim damages of any kind. In the event that one of our suppliers, in spite of a contractual obligation, is unable to deliver the goods in question, with the result that this proves to be a long-term hindrance to the performance of the contract, we shall be entitled to withdraw from the agreement. In the event of such a withdrawal we shall notify you immediately of the unavailability of the item(s) in question and reimburse any reciprocal services rendered.
8. Transfer of risk, transport and insurance
Transfer of risk to the customer is effected when the goods are made ready for loading and/or collection. If the shipment is delayed through no fault of our own the goods shall be stored at our premises at the purchaser’s cost and risk.
The goods shall be transported in accordance with the instructions and at the purchaser’s cost. The purchaser shall also be responsible for arranging insurance to cover damage of whatever nature. Damage in transit shall be reported to the carrier company in question and in accordance with legal requirements..
9. Inspection and acceptance of the goods or services
The purchaser is required to notify us in writing of any defects within seven working days of receipt of the goods or services, otherwise the delivery or services shall be deemed to have been accepted. Machines are to be put into operation to check that they are functioning correctly. Any defects are to be recorded and verified accordingly. Subsequent complaints will not be admitted.
10. Reservation of title
The goods shall remain our property until all payments have been received. We further reserve the right to request advance payments or securities, or to withdraw from the contract, in the event that circumstances arise, or become known to us, that appear prejudicial to our outstanding accounts. If the reserved goods are associated with other items not belonging to us in such a way that they become the main constituent of a new object, we shall be considered, in our relationship with the customer, as the manufacturer of the said new object and as a result shall acquire complete ownership of it. In other cases involving compound objects that cannot reasonably be disassembled we will acquire co-ownership of the new object according to the value of the part(s) supplied by us. Where, in the case of shipments abroad, certain measures are required in the importing country to validate the aforesaid reservation of title or other equivalent assurances, the purchaser is required to draw this to our attention and to instigate and carry out the said measures at his own cost. Where the legislation in the importing country does not admit a reservation of title, and where the possibility exists of retaining other appropriate assurances in respect of the goods delivered, our claim to such rights shall be implicitly understood. Insofar as an equivalent assurance of our claims towards the customer is not or cannot be achieved by this means, the purchaser undertakes to provide us, at his own cost, with equivalent assurances in respect of the goods delivered, or other forms of guarantee.
We reserve the right to alter the design of our products at any time and without any obligation to undertake the same modification to equipment delivered previously. The warranty period is twelve months from the date of delivery where the equipment is used on a one-shift basis; in the case of multi-shift usage the period of the warranty shall be reduced proportionally. Any defects are to be reported to us in writing within the guarantee period. The warranty covers defects to any component part that can be shown to have arisen under normal conditions of use within the warranty period as a result of defective design, low-quality materials or bad workmanship, and on condition that the equipment has been properly operated and maintained. We reserve the right to decide whether the parts in question are to be replaced or repaired free of charge, or their cost reimbursed to the customer. Replaced parts shall become our property. The purchaser shall pay for all travelling times, waiting times imposed through no fault of our own, traveling costs incurred by our servicing personnel, packaging and transport costs for spare parts and parts deliveries. This warranty does not cover parts that are subject to natural wear and tear. The existence of technical defects does not entitle the customer to withhold any payments that are due. If the purchaser falls into arrears with his payments, we shall be released from our warranty commitments until such time as the payment obligations have been fulfilled. The use of consumables and accessory parts supplied by other manufacturers can impair the operating performance and printing quality of our equipment. Fitting products supplied by other manufacturers will render our warranty null and void with immediate effect.
Our liability is limited in all cases to direct damage and shall be rendered void in the event of negligence, incorrect use, neglect, accident and tampering by unauthorized persons and where modifications have been made by third parties without our written approval. We cannot accept liability for any further claims, such as consequential loss, stoppages and loss of profits.
13. Place of performance and court of jurisdiction
The place of performance and the court of jurisdiction for all disputes arising either directly or indirectly from the present legal relationship shall be 8200 Schaffhausen, Switzerland.
14. Applicable law
The legal relationship shall be governed exclusively by Swiss law.
15. Concluding stipulation
If any provisions of these General Terms and Conditions should be held to be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally acceptable substitute that is as similar as possible to the sense of the original provision.
ST Drucksysteme, Dorfstrasse 31, 8263 Buch / Schweiz
Tel. ++41 52 670 1434 / http//www.stsprint.com