General terms and conditions
These sales, delivery and payment terms and conditions shall apply with respect to companies, public corporations and public funds.
1. Scope
1.1 norelem Normelemente AG sold the customer the offered specified goods in accordance with the Swiss General Terms and Conditions of Sale (AGB).
1.2 Conflicting conditions of the customer will only be valid if they have been accepted by the norelem Normelemente AG expressly and in writing.
2. Contract conclusion
2.1 The contract between the customer and norelem Normelemente AG is not concluded until receipt of the customer's order and its acceptance by norelem Normelemente AG. If the order of the customer is received verbally, by phone, by fax, by mail or via email, norelem Normelemente AG confirms the order when it sends the customer written confirmation of the order.
2.2 If the customer's order is received in the context of electronic commerce (e-commerce), norelem Normelemente AG confirms the customer's order online and without delay.
3. Brochures, catalogs, illustrations, drawings, calculations and other documents
3.1 Brochures, catalogs, illustrations, drawings, calculations and other documents that the customer receives during the ordering process are not binding unless otherwise agreed. Information in technical documents are only binding if they are expressly guaranteed.
3.2 norelem Normelemente AG reserves ownership and copyright of any illustrations, drawings, calculations and other documents. These documents must not be made available in whole or in part to third parties without prior written authorization of norelem Normelemente AG.
3.3 Descriptions of our products are only a guideline and are in no way a guarantee for the quality that the goods represent.
4. Prices and price adjustments
4.1 All prices are net prices, exclusive of the Swiss VAT, ex works, without packaging.
4.2 The packaging and shipping costs will be billed separately. Regarding the cost of shipping insurance, please refer to Note 6.4. referred to hereinafter.
4.3 In the case of special designs deviations from the quantity ordered may occur because of manufacturing reasons. Greater or lesser amounts of up to 10% therefore constitute a contract in accordance with the fulfillment of delivery obligation, except where the contract expressly states otherwise. The actual quantity delivered is invoiced in this case.
4.4 For small orders, we charge a surcharge for small quantities (CHF 10.00 on orders under CHF 30.00 and CHF 20.00 to CHF 15.00 in value of goods).
4.5 The payment must, unless otherwise agreed, be made net within 30 days of invoicing.
4.6 If payment is received within 10 days of billing the customer is entitled to deduct a 2% discount.
4.7 norelem Normelemente AG reserves the right to deliver orders to new customers and existing customers subject to cash on delivery.
4.8 norelem Normelemente AG reserves the right to adjust prices, if wage rates or material prices change between the date of the offer and the contractually agreed performance.
4.9 A reasonable price adjustment shall apply if delivery time at a later point in the. list of reasons mentioned in 6.6 is extended or the documents supplied by the customer are not fair or were incomplete.
5. Terms of payment
5.1 The Customer is in default if he pays payments due later than 30 days after receipt of invoice. The customer will also be in default if it has been agreed that the sales price is to be paid on a specific date that is specified or can be determined and the customer does not pay within this time period.
5.2 If the customer does not comply with the agreed terms of payment, he shall be liable, without reminder, from the agreed date at an interest of 5%. Claim to further damages is hereby reserved.
5.3 If the customer does not fulfill its payment obligation and he has to be reminded in addition, norelem Normelemente AG reserves the right to charge a late fee of CHF 10.00.
6. Delivery and delivery deadline
6.1 The scope of delivery of norelem Normelemente AG is outlined in the order confirmation including attached appendices.
6.2 Unless the order confirmation states otherwise, delivery is agreed upon "ex works".
6.3 Partial deliveries are permitted.
6.4 In the case that a particular means of shipping is not specified, then the cheapest one will be selected. All shipments are insured for transport. The cost of shipping insurance will be billed to the customer.
6.5 The period of delivery begins as soon as the contract has been entered into, all official formalities have been requested, payments due for the order have been made, as well as any agreed securities where applicable and the main technical issues have been settled. The delivery deadline is met if the goods have been shipped to the customer before the expiration of the deadline.
6.6 The delivery period shall be extended accordingly:
a) if norelem Normelemente AG has not received the information it needsfor the fulfillment of the contract on time, or if the customer subsequently changes and thereby causes a delay in delivery;
b) when obstacles arise that norelem Normelemente AG can not prevent despite the required precautionary measures, regardless of whether they arise at the customer or a third party. Such obstacles include epidemics, mobilization, war, riots, major breakdowns, accidents, labour disputes, delayed or defective supply of raw materials, semi-finished or finished goods, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, acts of God;
c) if the customer or a third party is in arrears with the work undertaken by them or with the performance of its contractual obligations, in particular if the customer does not fulfil the payment conditions.
6.7 The customer shall be entitled to make compensation claims for delayed delivery if the delay was caused through the fault of norelem Normelemente AG and the customer can prove damages as a result of such delay. If the customer has received a replacement delivery, it is not entitled to any damages for delay.
6.8 The compensation for each full week of delay exceed ½ %, but no more than 5% on the contract price of the delayed part of the delivery. The first two weeks of delay do not guarantee compensation for the delay.
6.9 After reaching the maximum compensation for the delay the customer must inform norelem Normelemente AG in writing about a reasonable extension. If such extension is not met on the grounds that norelem Normelemente AG is responsible, the customer is entitled to refuse to accept the delayed part of the delivery. If a partial acceptance is economically unreasonable, the customer is entitled to rescind the contract and recover payments already made against return of the deliveries.
6.10 If there is any delay in deliveries or services, the customer has no rights or claims except those expressly listed in no. 6. This restriction does not apply to unlawful intent or gross negligence of norelem Normelemente AG, but does apply to unlawful intent or gross negligence of agents.
6.11 In case of impossibility of delivery by the supplier, norelem Normelemente AG is entitled to rescind the contract.
12.6 If the customer delays acceptance or violates other duties, norelem Normelemente AG is entitled to compensation for damages incurred, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time, in which he is in default of acceptance.
7. Transfer of risk
7.1 The risk passes to the customer when the item of delivery has left the factory, and even then, if partial deliveries are made or norelem Normelemente AG has taken over other services, e.g. delivery and installation, shipping.
7.2 Once acceptance has occurred, the risk of loss passes. It must be carried out without undue delay as of the acceptance date, as an exception after our notification about the readiness for acceptance. The customer cannot decline acceptance upon cause of a defect considered as unsubstantial.
7.3 If the acceptance or delivery is delayed or remains undone due to circumstances that are not the fault of norelem Normelemente AG, the risk passes from the date of notification of acceptance or readiness for shipment to the customer.
7.4 If delivery is delayed at the request of the customer or for other reasons for which norelem Normelemente AG can not be held responsible, the riskpasses to the customer on the date which was originally scheduled for the dispatch ex works. From that point on, the deliveries are stored and insured at the expense and risk of the customer.
8. Retention of ownership
8.1 norelem Normelemente AG remains owner of all deliveries until it has received payment in full accordance with the contract. The customer authorizes norelem Normelemente AG upon conclusion of the contract, at the cost of the customer, to proceed with the registration of ownership retention in the official register and to fulfil all formalities.
8.2 The customer will maintain the delivered goods at its own expense during the period of retention of ownership in favour of the insured and norelem Normelemente AG against theft, breakage, fire, water and other risks. The customer shall take all measures to ensure that the ownership claim of norelem Normelemente AG is neither impaired nor repealed.
8.3 In case of default, norelem Normelemente AG is at any time entitled to rescind the contract and recover the goods without delay [Article 214 Paragraph 3 Swiss Code of Obligations (CO)].
8.4 If the goods are delivered before the end of the reservation of title, thus before title passes to the customer, by the customer or on his behalf by a working or processing third party, mixed or connected with one or more items, norelem Normelemente AG's reservation of title of the delivered goods is not given up. In this case, norelem Normelemente AG is co-owner of the new or connected goods in relation to the value of the goods listed in the invoice.
8.5 The customer hands over all of its accounts receivable and other rights of a possible resale, from rental or leasing as well as leasing businesses to norelem Normelemente AG, even if the goods have previously been linked with other items or processes. The customer is obliged to make corresponding notes in its accounts.
8.6 The customer shall in addition, in view of a resale of the goods under retention of title, - including a rental, lease, or a leasing business - consent to the claim assignment already at the time of delivery, but no later than in the statement, that a payment of the claim of a third-party buyer to the customer only has the effect of discharging the debt when made in accordance with the GeneralTerms and Conditions of Business. If the delivery item is sold together with other goods with or without connection or processing or if the delivery was left to use, the assignment applies only to the amount of the purchase price owed to us. Further compensation claims are not excluded. The customer is entitled to dispose of the goods subject to retention at resale with deferred purchase price only on the condition.that it simultaneously informs a subsequent customer of the securing assignment and notes the assignment in its company accounts.
9. Inspection and acceptance of supplies and services.
9.1 norelem Normelemente AG inspects goods and services where customary before shipment. If the customer requests further testing, this should be agreed upon and paid for by the customer.
9.2 The customer shall inspect the goods and services within a reasonable period and inform norelem Normelemente AG of any defects in writing. Failing this, the goods and services shall be deemed approved.
9.3 If norelem Normelemente AG is responsible for the defect in the item purchased, it shall be entitled at its discretion to correct the defect (repair) or to deliver a defect-free product (replacement).
9.4 The performance of an acceptance inspection and the determination of the applicable conditions require a special agreement.
9.5 The customer has no rights or claims because of deficiencies of any kind in goods or services except those in this no. as well as those expressly listed in no. 11 (warranty, liability for defects).
10. Return policy
10.1 The Return of material and goods require norelem Normelemente AG's express prior consent and will be processed at the expense and risk of the returning party. The returned goods are to be returned, with a delivery/return note, undamaged, in working order, complete and with the packaging in perfect condition. The returning party also bounds itself to pay norelem Normelemente AG a fixed charge of CHF 30.00 for the cost of taking the items back into stock and all associated costs.
10.2 Special made products, goods not normally stocked and materials cut to size cannot be taken back and are generally excluded from the right of return.
11. Warranty, liability for defects
11.1 The warranty period is 24 months. It begins with the delivery of the goods from the factory. If delivery is delayed for reasons for which norelem Normelemente AG is not responsible, the warranty will expire within 24 months of notification of dispatch.
11.2 For replaced or repaired parts, the warranty period starts anew.
11.3 The warranty expires if the customer or third parties inappropriately undertakes modifications or repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and norelem Normelemente AG has an opportunity to correct the deficiency.
11.4 The norelem Normelemente AG shall only be liable for defects that are reported within 6 months of signing the contract.
11.5 norelem Normelemente AG undertakes, upon written request of the customer to replace all parts of damaged or unusable deliveries , proven to be defective because of poor material, faulty design or poor workmanship up to the expiration of the warranty period, as quickly as possible in accordance with the customers' wishes or to replace them. Replaced parts become the property of norelem Normelemente AG, unless expressly waived.
11.6 Contractually agreed qualities are only those that have been referred to in the specifications as such. The warranty is valid only until the expiration of the warranty period.
11.7 If the warranties are not or only partially fulfilled, norelem Normelemente AG is to correct the defect (repair) at its discretion or to deliver a defect-free product (replacement delivery).
11.8 In the case of repair, the customer of norelem Normelemente AG must grant the necessary time and opportunity. If this improvement is not successful or is only partially remedied, the customer is entitled to a reasonable reduction in price.
11.9 If norelem Normelemente AG is not prepared to eliminate defects or is not in a position to do so, especially if this process is delayed beyond a reasonable period for reasons that norelem Normelemente AG are responsible for, or it otherwise fails to remedy the defect or replacement, and the goods or services are not usable for their specified purpose or considerably impaired, the customer has the right to rescind the contract or demand a reduction of the purchase price. norelem Normelemente AG can only be held liable to reimburse the amounts that have been paid for the parts affected by the termination. If a reasonable grace period expires, the customer is obliged to declare within two weeks after the expiration of the grace period, if he is withdrawing from the contract or insists on fulfillment.
11.10 Excluded from the warranty and liability of norelem Normelemente AG is damage caused as a result of bad material, faulty design or poor workmanship, e.g. resulting from normal wear, neglect, failure to follow operating instructions, excessive strain, unsuitable equipment, chemical or electrolytic influences, construction or installation work not executed by norelem Normelemente AG, as well as other reasons, for which norelem Normelemente AG is not responsible.
11.11 Due to defects in material, design or workmanship as well as the absence of guaranteed features, the customer has no rights or claims except those expressly mentioned in Point 11.
12. Exclusion of further liability
12.1 All cases of infringements and their legal consequences and all claims of the customer, irrespective on what ground they are based, are exhaustively regulated in these conditions. In particular, all claims not expressly mentioned for damages, reduction, cancellation of or withdrawal from the contract are excluded. In no case the customer can claim for compensation for damages that are not caused to the item itself, such as loss of production, loss of use, loss of orders, loss of profit and other direct or indirect damages. This disclaimer does not apply to unlawful intent or gross negligence of norelem Normelemente AG, but does apply to unlawful intent or gross negligence of vicarious agents.
12.2 In other respects this disclaimer is not valid, unless it is contrary to law.
13. Jurisdiction and applicable law
13.1 The District Court of Schwyz has jurisdiction. norelem Normelemente AG can sue in any other jurisdiction.
13.2 Swiss law applies exclusively.
14. Severability clause
If individual points of these General Terms and Conditions are or become invalid, or cannot be implemented due to legal reasons either now or in the future, then the validity of these General Terms and Conditions remain otherwise unaffected.
Status: March 2013