General Terms and Conditions of Sale and Delivery
1. general
(Conflicting conditions, written form) The contract and all deliveries by LUTZ-JESCO SUISSE SA and the related services shall be governed exclusively by these General Terms and Conditions; no other terms and conditions shall form part of the contract. Any reference by the buyer to his own terms and conditions is hereby rejected.
##########_1__ (Application of the GTC for future transactions) These GTC shall also apply to all future transactions. Deviations from these GTC require the express written approval of LUTZ-JESCO SUISSE SA.
##########_2__ (collateral agreements) The buyer may only rely on collateral agreements prior to and upon conclusion of the contract if LUTZ-JESCO SUISSE SA confirms them immediately in text form.
##########_3__ (Conclusion of contract, reservation of right to make changes) Orders shall be confirmed in writing by LUTZ-JESCO SUISSE SA. Offers made by LUTZ-JESCO SUISSESA are subject to change and are to be understood as an invitation to the buyer to make a purchase offer to Lutz-Jesco Suisse SA. The contract is concluded by the buyer's order (offer) and the acceptance by Lutz-Jesco Suisse SA. If this deviates from the order, this shall be deemed a new non-binding offer by LUTZ-JESCO SUISSE SA.
##########_4__ (Data collection) LUTZ-JESCO SUISSE SA may store the data important for the execution of the contract on computer.
##########_5 (Offsetting, rights of retention) The buyer is only entitled to offset or assert rights of retention if his counterclaims are undisputed or have been legally established.
##########_6__ (Place of fulfilment, place of jurisdiction, choice of law) The place of fulfilment for deliveries is the registered office of LUTZ-JESCO SUISSE SA in Couvet, unless otherwise confirmed in writing. The place of fulfilment for payments is the registered office of LUTZ-JESCO SUISSE SA. The exclusive place of jurisdiction is the registered office of LUTZ-JESCO SUISSE SA. However, LUTZ-JESCO SUISSE SA is entitled to bring an action at the general place of jurisdiction of the buyer. Swiss law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
##########_7__ (Partial deliveries) LUTZ-JESCO SUISSE SA is authorised to make and invoice partial deliveries. The prerequisite for this is that the partial delivery can be used by the buyer within the scope of the contractual purpose, that the delivery of the remaining ordered goods has been confirmed and that the buyer does not incur any significant additional expenses as a result.
2. risk, shipping costs, delivery quantities, call-off
2.1 The risk shall pass to the buyer when the delivery leaves the works of LUTZ-JESCO SUISSE SA,even if partial deliveries are made or if LUTZ-JESCO SUISSE SA performs other services, z.B. dispatch, export or installation. The buyer shall bear the costs of transport, packaging and insurance to the place of delivery.
In the case of call-off orders, the total quantity must be accepted within 6 months.
In the event of default of acceptance, LUTZ-JESCO SUISSE SA may have the deliveries stored at the buyer's expense while maintaining its right to fulfilment or sell them elsewhere after prior warning and setting a deadline.
Packaging instructions of the buyer are not binding for LUTZ-JESCO SUISSE SA.
3. delivery periods, delay
3.1 Delivery periods are ex works. They shall commence only after clarification of the technical questions still open at the time of conclusion of the contract, after receipt of documents to be procured by the customer such as drawings and authorisations and/or after advance payments to be made as well as production releases. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.
Force majeure (3.2. Natural events, war, epidemics, pandemics, cyber-attacks, etc.), as well as strikes or lockouts for which LUTZ-JESCO SUISSE SA is not responsible, shall extend the delivery periods by the delay caused thereby. This also applies in the case of
a) supply shortages for which LUTZ-JESCO SUISSE SA is not responsible and/or
b) the untimely and incorrect supply of preliminary products and/or
c) delivery hindrances (delivery delays or bans) caused by national or international (export) regulations, as a result of embargoes or other sanctions, official authorisation requirements or orders and/or
d) additional or modified services requested by the customer.
LUTZ-JESCO SUISSE SA shall inform the customer immediately of any obstacles to delivery.
3.3 A delay in delivery by LUTZ-JESCO SUISSE SA shall in any case require a reminder from the customer with a reasonable grace period.
The buyer's claims for damages due to delay or impossibility of fulfilment shall be limited to the purchase price of the delayed or omitted part of the delivery, except in cases of intent or gross negligence.
4 Prices, terms of payment
4.1 Prices of LUTZ-JESCO SUISSE SA are exclusive of statutory VAT and are ex works. Costs for packaging and freight shall be borne by the buyer.
##########_19 If raw material prices, energy prices or other price-relevant economic circumstances change significantly between conclusion of the contract and delivery, LUTZ-JESCO SUISSE SA shall be entitled to make an appropriate price adjustment or to withdraw from the contract.
##########_20__ Unless otherwise agreed in writing, invoices are due for payment immediately without deduction. Bills of exchange and cheques shall only be accepted by LUTZ-JESCO SUISSE SA on account of performance and at the buyer's expense. Non-payment of the purchase price on the due date shall constitute a material breach of contractual obligations.
##########_21__ If the buyer fails to pay by the due date, he shall automatically be in default without any additional reminder and shall owe interest on arrears of 2% per month. We reserve the right to claim compensation for further damages.
4.5 In the event of late payment and/or justified doubts as to the creditworthiness of the buyer, LUTZ-JESCO SUISSE SA may make each individual delivery dependent on its advance payment or the provision of security in the amount of its invoice.
4.6 If the buyer is in default with the fulfilment of his obligation, LUTZ-JESCO SUISSE SA shall be entitled to withdraw from the contract without further ado and to take back the goods.
5 Retention of title,advance assignment
##########_24__ The goods delivered by LUTZ-JESCO SUISSE SA shall remain the property of LUTZ-JESCO SUISSE SA until full and unconditional payment has been made. LUTZ-JESCO SUISSE SA reserves the right to enter the reservation of title to these goods ("reserved goods") in the retention of title register. The buyer may not combine the goods subject to retention of title with other goods to which third party rights exist. Their consumption before payment is not permitted.In the event of seizure or confiscation of the goods subject to retention of title or other dispositions by third parties, the Buyer shall notify LUTZ-JESCO SUISSE SA immediately.
##########_25__ The goods subject to retention of title may only be processed with the express consent of LUTZ-JESCO SUISSE SA. If goods subject to retention of title become an integral part of a new item through combination with other items or processing, LUTZ-JESCO SUISSE SA shall become a direct proportional co-owner of the new item. This shall also apply if another object is to be regarded as the main object.
The co-ownership share of LUTZ-JESCO SUISSE SA shall be kept by the buyer free of charge. The co-ownership share is based on the ratio of the invoice value of the goods subject to retention of title to the value of the newly created item at the time of combination or processing.
5.3 The Buyer assigns to LUTZ-JESCO SUISSE SA the claims against his customers arising from the sale of goods subject to retention of title (clause5.1) and the newly created item (item 5.2) in the amount of the invoice for the reserved goods in advance as security. In the case of factoring, the buyer may only sell goods to which LUTZ-JESCO SUISSE SA retains title or co-ownership,if the factor is aware of the advance assignment to LUTZ-JESCO SUISSE SA and pays the delivery invoice directly to LUTZ-JESCO SUISSE SA.
5.4 If the buyer defaults on payment for the delivered goods, his right to process or combine them with other goods and to collect the assigned claims shall lapse.Furthermore, he may no longer sell goods subject to retention of title to third parties.He may only use the share of the proceeds relating to the assignment to pay for the goods delivered.LUTZ-JESCO SUISSE SA shall be entitled to demand the return of any goods still in the buyer's possession that can be separated.
6 Liability for material defects, spare parts inventory
6.1 LUTZ-JESCO SUISSE SA shall be liable for ensuring that the delivered goods are free of defects upon transfer of risk. However, insignificant deviations from the agreed quality or insignificant impairments of usability are irrelevant. The owed quality, durability and use of the delivered goods shall be based exclusively on the specification, product description and/or operating instructions agreed in writing. Additional information, in particular in preliminary discussions, advertising and/or industrial standards referred to, shall only become part of the contract if expressly included in writing.
6.2 Insofar as LUTZ-JESCO SUISSE SA provides consultancy services, this is done to the best of its knowledge. Details and information on the suitability and application of the goods do not release the buyer from his own tests and trials; unless included in writing in the purchase contract, they do not constitute an agreement regarding the contractual quality or a specific suitability for use.
6.3 Quality and durability specifications as well as other specifications are only guarantees if they are agreed and designated as such in writing.
##########_34 If the buyer wishes to use the delivered goods for purposes other than those agreed, he must carefully check the suitability and/or admissibility at his own responsibility. LUTZ-JESCO SUISSE SA shall not be liable for any use not expressly confirmed in writing by LUTZ-JESCO SUISSE SA.
##########_35__ The buyer must inspect the goods for defects immediately upon receipt. LUTZ-JESCO SUISSE SA must be notified immediately, at the latest within two weeks of receipt of the goods, of any defects in the goods that can be detected during a proper inspection; other defects must be notified to LUTZ-JESCO SUISSE SA immediately, at the latest within two weeks of discovery. Any liability for defects reported late is expressly excluded.
6.6 The liability for defects of LUTZ-JESCO SUISSE SA is generally limited to subsequent fulfilment. Subsequent fulfilment is, at the discretion of LUTZ-JESCO SUISSE SA, rectification of defects or delivery of defect-free goods. In the event of refusal, impossibility or failure of subsequent fulfilment, the buyer has the right to reduce the price or, at his discretion, to withdraw from the contract.
The customer shall bear any increased expenses for subsequent fulfilment that arise due to the fact that the delivered goods have been taken to a place other than the agreed place of fulfilment after delivery.
##########_38 For claims for damages and for reimbursement of futile expenses due to a defect, ##########_17__ shall apply.
LUTZ-JESCO SUISSE SA shall not be liable for the consequences of improper handling, use, maintenance and operation of the delivered goods by the buyer or his assistants or for normal wear and tear. This also applies in particular with regard to the consequences of thermal, chemical, electrochemical or electrical influences, as well as violations of the operating instructions. The same shall apply if the defects are due to interventions or instructions of the buyer not confirmed by LUTZ-JESCO SUISSE SA.
If the buyer uses the delivered goods with environmentally harmful, toxic, radioactive or otherwise harmful or dangerous substances, he must inform LUTZ-JESCO SUISSE SA about these substances before returning the goods. Furthermore, the buyer is obliged to clean the delivered goods. LUTZ-JESCO SUISSE SA may charge the customer for any costs incurred for the decontamination and disposal of the materials.
##########_31__1 The buyer may not modify goods delivered by LUTZ-JESCO SUISSE SA, combine or combine them with other items or use them in any other way if this could infringe third-party property rights. The Buyer shall indemnify LUTZ-JESCO SUISSE SA against all claims asserted by third parties against LUTZ-JESCO SUISSE SA due to infringements of industrial property rights resulting from the Buyer's use of the goods and shall reimburse LUTZ-JESCO SUISSE SA for any costs incurred as a result.
Unless otherwise provided by mandatory applicable law, claims for defects (claims for material defects and claims for defects of title) of the buyer shall become time-barred 12 months after delivery of the goods. If acceptance has been agreed, the limitation period shall commence upon acceptance.
##########_31__3In the event of a grossly negligent, unjustified notification of defects, LUTZ-JESCO SUISSE SA may demand reasonable compensation from the buyer for its inspection and/or subsequent fulfilment costs incurred as a result.
##########_31__4The liability of LUTZ-JESCO SUISSE SA as well as the personal liability of its organs, employees and/or agents for slight negligence is excluded except in the case of claims arising from injury to life, body and health, from product liability and from culpable breach of essential contractual obligations. Otherwise, liability for slightly negligent breach of material contractual obligations shall be limited to the typically occurring damage foreseeable by us at the time of conclusion of the contract.
##########_31__5 If LUTZ-JESCO SUISSE SA has an obligation to keep spare parts, this is limited to a period of 5 years after delivery.
7 Industrial property rights, confidentiality
7.1 LUTZ-JESCO SUISSE SA reserves the ownership and all industrial property rights and copyrights for LUTZ-JESCO SUISSE SA designs, samples, illustrations, photographs, technical documents, cost estimates or offers, even if the customer has assumed the costs for the designs, etc. This also applies to digital transmission. This also applies to digital transmission. The customer may only use the designs etc. in the manner agreed with LUTZ-JESCO SUISSE SA. He may not produce the delivered goods himself or have them produced by third parties without the written consent of LUTZ-JESCO SUISSE SA.
##########_49__ The customer shall keep secret from third parties all knowledge not in the public domain obtained from the business relationship with LUTZ-JESCO SUISSE SA.
