General Terms and Conditions
1. PREAMBLE
1.1 The following terms and conditions apply to all deliveries and services (hereinafter collectively referred to as "delivery") of aXpel injection AG. These conditions also apply to future transactions. The version of the General Terms and Conditions of Sale and Delivery valid at the time of conclusion of the contract shall be authoritative in each case.
1.2 Any amendment to these terms and conditions must be in writing. The order or acceptance of the delivery shall in any case be deemed to be an acknowledgement of these terms and conditions.
1.3 Offers made by aXpel injection AG are in principle subject to change and non-binding. aXpel injection AG accepts orders by written order confirmation. If the order confirmation from aXpel injection AG differs from the terms and conditions of an order, the legal transaction is concluded under the applicable terms and conditions of aXpel injection AG, unless the customer objects in writing after receipt of the order confirmation or aXpel injection AG has agreed in writing to a change.
2. PLACE OF PERFORMANCE, DELIVERIES
2.1 Unless otherwise agreed, the place of performance is CH-4628 Wolfwil. Unless otherwise agreed, delivery shall be EXW place of performance Incoterms in the version valid at the time of conclusion of the contract. Shipment and transport shall therefore be at the expense and risk of the customer. As soon as the delivery is offered to the customer at the place of performance, all risk is transferred to him. In this case the delivery by aXpel injection AG is deemed to have been made and aXpel injection AG is entitled to store the goods at the customer's expense. Any resulting storage costs may be invoiced by aXpel injection AG.
2.2. aXpel injection AG reserves the right to make partial deliveries at its own discretion. The customer is obliged to accept partial deliveries.
2.3 Complaints arising from transport damage will only be examined and acknowledged by aXpel injection AG if they are noted by the customer after acceptance of the goods and an incoming goods inspection has been carried out and if they are asserted in writing to aXpel injection AG within 10 days at the latest, with the submission of appropriate evidence.
2.4 Delivery dates are to be regarded as indicative.
2.5 If aXpel injection AG cannot deliver on the agreed date due to unforeseen circumstances (e.g. force majeure, delays in delivery by subcontractors etc.), aXpel injection AG reserves the right to make the delivery on the next possible date, insofar as the delivery date is still reasonable for the customer. Otherwise aXpel injection AG is entitled to withdraw from the contract. aXpel injection AG is only liable for other delays in delivery in the event of gross negligence.
2.6 Compliance with the delivery deadline requires the fulfilment of all contractual obligations by the customer, in particular the customer's obligation to make an agreed down payment and the settlement of all due invoices.
2.7 No obligation arises for aXpel injection AG for the handling of returned goods caused by an order error of the customer or any other occurrence of the customer. The returned goods can be taken back purely as a gesture of goodwill, but aXpel injection AG reserves the right to charge an appropriate handling fee and the return transport costs.
2.8 Minimum order value CHF 2'000.00, otherwise we reserve the right to charge a handling fee of CHF 500.00.
3. PRICES
3.1 Unless otherwise agreed, all prices are net prices (in CHF) ex works; in the case of foreign currencies, the exchange rates valid on the day of delivery shall apply.
3.2 All taxes, customs duties and other charges payable by the customer on the occasion of acceptance of the delivery/service are to be borne by the customer unless aXpel injection AG has expressly undertaken in writing to bear them.
4. PAYMENT
4.1 The customer agrees to the transmission of invoices by electronic means.
4.2 The place of performance for payments is the registered office of aXpel injection AG. Payments are generally due 30 days from the date of the invoice without any deductions and free of charges in the currency stated in the invoice. Payment is only deemed to have been made when aXpel injection AG can dispose of the amount.
4.3 In the case of framework agreements covering several delivery dates, aXpel injection AG is entitled to issue an invoice after each delivery or service.
4.4 If the invoice is not paid after the due date, aXpel injection AG is entitled to
- postpone the fulfilment of its obligations until the overdue payment has been settled,
- to claim an appropriate extension of the delivery or contract deadline, to call in all outstanding debts,
- to charge all reminder and collection costs as well as the statutory default interest, or
- to withdraw from the contract in the event of failure to comply with a reasonable period of grace.
4.5 If a significant change occurs in the financial circumstances of the purchaser, or if such a change subsequently becomes known, aXpel injection AG is entitled to amend the terms of payment accordingly.
5. FRAMEWORK CONTRACT (call-off contracts)
5.1 The exact quantities and delivery dates of the prototypes for initial samples, series parts as well as a spare parts stock shall be determined within the framework of the individual delivery call-offs or individual orders and coordinated with the contractor in good time.
5.2 The delivery call-offs shall be recorded in the contractor's planning and shall contain the necessary production orders with the required quantities and dates.
5.3 With the delivery call-offs, the customer shall issue a release whereby the quantity from the first four weeks or the first call-off quantity shall be held by the contractor as a flexible safety stock, while the customer shall issue a production release for the subsequent call-offs at least 4 weeks before each call-off date. Changes in dates or quantities are to be determined in each case with the production release and can only be changed thereafter with cost consequences.
5.4 The safety stock shall be dissolved immediately if the contractor is notified of a project end or other changes. The Client must accept the quantities from the safety stock at the latest at the expiry of the framework agreement at the price specified in the agreement.
5.5 All dates and quantities stipulated in the framework agreement, as long as they have not been definitively ordered by a production release, are only provisional delivery call-offs. They may vary in terms of quantity and date. However, if the minimum quantity agreed in the framework agreement is not accepted, the contractor may claim additional costs.
5.6 The safety stock quantity is variable and can be adjusted by the principal. The contractor shall periodically provide the client with a list of the current safety stock quantities of the components at the client's request.
5.7 Prices shall apply irrespective of whether the delivery is made to the principal or to a company working for the principal. The series price is stipulated in the framework agreement and is fixed for the duration of the framework agreement. The agreed prices shall be reviewed once a year, at the beginning of each year, with regard to changes in the economic framework conditions (material, wages).
5.8 All price changes, including prices for logistics services, require a written agreement. They shall apply from the mutually agreed date, provided they are documented and signed by both parties.
5.9 The contractor is prepared to cooperate in the implementation of alternative logistics concepts, also under the aspect of supplying another location or a module/system supplier, and to offer corresponding logistics services.
Packaging and further logistics specifications are to be defined in the annex to the framework agreement.
5.10. The contractor is obliged to comply with the binding delivery dates according to the delivery call-off and shall bear all costs (in particular additional transport costs, retrofitting costs and other expenses from interruption of operations) caused by non-compliance with the binding delivery dates. Delivery call-offs that have not been objected to shall be regarded as binding delivery dates. In the event of an objection, the parties agree that a binding delivery date must be agreed separately.
5.11. In the event of acceptance, the contractor shall confirm the order in writing, stating the article number of the order and the article description. In the case of our order by electronic means, the contractor may also confirm the order by electronic means. Delivery call-offs shall become binding at the latest if the contractor does not object in writing or electronically within one week of receipt.
5.12. The contractor shall inform the client without delay if circumstances become foreseeable which call into question a timely delivery. Insofar as the contractor is unable to meet the deadlines, the client shall be entitled, after the unsuccessful expiry of a reasonable period of grace, to demand all tools, documents, materials, etc. required for production and to manufacture the products defined in the framework agreement himself or have them manufactured by third parties. The costs of the relocation shall be borne by the contractor insofar as he is responsible for the delay.
6. RESERVATION OF OWNERSHIP
6.1 Until all obligations relating to the customer have been fulfilled, in particular until the purchase price has been paid in full, ownership of the contractual goods supplied remains with aXpel injection AG (goods subject to retention of title). The customer must ensure proper maintenance and insurance of the goods subject to retention of title for this period at his own expense.
6.2 The customer must inform aXpel injection AG immediately in writing of all access by third parties to the goods subject to retention of title, in particular of enforcement measures, as well as of any damage to or destruction of the goods subject to retention of title. The customer must notify aXpel injection AG immediately of any change of ownership of the goods subject to retention of title and of any change of address. The customer must compensate aXpel injection AG for all damages, costs and disadvantages arising from a breach of these obligations and from necessary intervention measures against access by third parties to the goods subject to retention of title.
6.3 The customer is entitled to resell the goods subject to retention of title. The entitlement expires if the customer is in default of payment or cannot guarantee that he will be able to settle aXpel injection AG's claim in full when it becomes due.
6.4 The pledging and transfer by way of security of the goods subject to retention of title is not permitted.
7. PLACE OF JURISDICTION, ARBITRATION CLAUSE, APPLICABLE LAW
7.1 The place of jurisdiction for all disputes arising from or in connection with the contractual relationship between aXpel injection AG and the customer, in particular also for disputes relating to the present General Terms and Conditions of Sale and Delivery, is CH-4628 Wolfwil.
7.2. aXpel injection AG reserves the right to bring an action against the customer before any other court having jurisdiction over the customer.
7.3 All legal relations between the customer and aXpel injection AG, including these terms and conditions of sale and delivery, are governed by Swiss substantive law. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
8. FINAL PROVISIONS
8.1 The customer is not entitled to set off any claims of aXpel injection AG directly against his own claims against aXpel injection AG.
8.2 Documents or information relating to aXpel injection AG, its products, sales and business partners, which are made available to the customer or of which he becomes aware, may only be passed on or made accessible to third parties with the written consent of aXpel injection AG. The same applies to documents such as development work, prototypes, cost estimates, price lists or contracts which are handed over to the customer. All rights to such documents are the sole property of aXpel injection AG.
8.3 Should any provision of these General Terms and Conditions of Sale and Delivery be void, the remaining part shall not be affected thereby. In the event of the invalidity or ineffectiveness of a clause, it shall be replaced by a valid clause which comes as close as possible to the economic purpose of this provision. The same procedure shall be followed if a loophole becomes apparent.
8.4 The customer agrees to the processing of his data, including personal data, for order and business processing by aXpel injection AG.
8.5 If a contract is concluded in German and in another language, the German text shall be authoritative for the interpretation of the contract and these conditions.
Wolfwil , 13.10.2020