General Terms and Conditions of Wilhelm Schmidlin AG

These General Terms and Conditions (referred to as “GTC”) form an integral part of every contract concluded between Wilhelm Schmidlin AG (referred to as “WSAG”) and a customer. Any deviating purchasing terms and conditions of the customer shall not become part of the contract, even without express objection by WSAG. These GTC shall take precedence over those of the customer.

They shall apply to all present and future business transactions between WSAG and the customer, even where, within the framework of an existing business relationship, no express reference is made to these GTC in an individual transaction. Deviating written agreements between WSAG and the customer remain reserved.

All offers and price information on websites, in catalogues, brochures, at exhibitions, etc. are non-binding. Unless expressly stated otherwise, prices are always understood as gross prices excluding packaging and value added tax.

Installation costs and all transport costs (including packaging, etc.) are not included in the price and shall be borne by the customer. Price adjustments (e.g. as a result of price increases by suppliers, additional fiscal charges, increases in transport costs, etc.) remain reserved at all times.

Catalogue information as well as illustrations, weight specifications and dimensions are non-binding. WSAG expressly reserves the right to make technical changes. Oral and telephone agreements shall only become binding upon our written confirmation. Confirmed orders are irrevocable.

Benefit and risk shall pass to the customer, in the case of transport by WSAG, upon arrival at the place of delivery; otherwise, upon leaving WSAG’s warehouse. Transport by WSAG is always carried out without unloading. If delivery has been announced but the customer is not present upon delivery, the goods shall be deemed to have been duly handed over once unloaded.

WSAG endeavours to meet delivery dates. Delivery dates are always stated on a non-binding basis. Failure to meet delivery dates shall not entitle the customer to withdraw from the contract. Any claims for damages by the customer due to non-performance or delayed performance by WSAG are expressly excluded.

Returns that are not attributable to an incorrect delivery on our part require prior agreement with WSAG. Traded products and non-standard products cannot be taken back. In the event of a return, part of the invoice amount will be charged to the customer for handling expenses, or only a partial credit will be issued. Goods returned without consent will be returned to the sender and shall be deemed not accepted.

The customer must inspect the goods immediately upon delivery. Transport damage and defects that are identifiable upon immediate proper inspection must be reported to WSAG in writing within five working days of delivery, enclosing a duplicate of the delivery note. Defects that are not identifiable upon immediate inspection must be reported to WSAG without delay after discovery, but no later than within twelve months of delivery. After expiry of these notice periods, any liability on the part of WSAG is excluded.

Defects attributable to improper handling by the customer or by a person commissioned by the customer are excluded from the warranty. Deviations customary in the trade or resulting from production processes in dimensions, surface finish, weights and colours, as well as minor colour variations, shall not be deemed defects insofar as they do not significantly impair functionality. Dimensional tolerances of +/- 5 mm are considered normal for enamelled products and do not constitute a defect. Differences in dimensions or colour must be reported before further processing; otherwise, any warranty claims against WSAG shall lapse.

In the event of defects, WSAG shall be entitled, at its own discretion, to replace or repair the defective goods at its own expense or to grant a price reduction. Any further liability for direct or indirect damage is excluded. This applies in particular to damage resulting from improper handling, excessive use, natural wear and tear, or improper care or cleaning.

Under no circumstances shall WSAG be liable for costs of dismantling or reinstallation, associated travel and transport costs, or any damage caused directly or indirectly by the goods themselves or by their use. Alterations or repair work carried out without WSAG’s written consent, as well as failure to comply with WSAG’s operating instructions, shall release WSAG from its warranty obligation, unless such measures are taken in fulfilment of the customer’s duty to mitigate damage.

Unless otherwise agreed in writing, the payment period is always 30 days net from the invoice date. If the payment period is exceeded, the customer shall be in default without a reminder. WSAG is entitled to charge reminder fees and default interest at customary market rates.

WSAG retains ownership of all delivered items until the purchase price has been paid in full. Without WSAG’s express consent, the customer is not entitled to pass the products on to third parties before the purchase price has been paid in full. WSAG is entitled to have this retention of title entered in the retention of title register at the customer’s expense without any further involvement by the customer. The customer is obliged to cooperate in the registration.

The customer’s right of set-off is excluded.

The place of performance for all obligations is the respective registered office of WSAG.

The ordinary courts at the registered office of WSAG shall have jurisdiction over all disputes arising from the contractual relationship between the customer and WSAG. At WSAG’s discretion, WSAG may also bring an action at the customer’s registered office or at any other statutory place of jurisdiction.

The legal relationship between the customer and WSAG shall be governed exclusively by substantive Swiss law (Swiss Code of Obligations), to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Oberarth, March 2020