1. General Remarks
The offers of Distona AG are non-binding. As long as individual agreements, individual delivery terms and the following terms and conditions do not contain different regulations, the Swiss code of obligations applies. Vienna sales convention is excluded. By the placing of an order or the acceptance of goods the purchaser declares his agreement with the following terms and conditions. Deviating conditions of the purchaser only apply with explicit written approval by Distona AG. General terms and conditions sent by the Purchaser in orders or confirmations are explicitly not approved by Distona AG. Conflicting clauses in the GTC of Distona AG and the purchaser do not impede the validity of the contractual relationship.
2. Shipment / Place of Delivery
If ICC INCOTERMS are used, the current, official rules of applications of the ICC (International Chamber of Commerce) are considered an incorporated part of the contract. Distona AG determines the shipping method and freight forwarding unless otherwise agreed upon or regulated with individual terms. Distona AG is not liable for damages done to the purchased goods by actions or omissions of the transporter, their staff or sub-transporters. Huttwil is regarded as the place of delivery unless otherwise agreed upon or regulated with individual terms.
The agreed upon prices are based on the the prices quoted, currency conditions, transport and customs rates or other declarations valid when the agreement is concluded. Distona AG therefore explicitly reserves the right to charge the purchaser for any subsequent (post hoc) changes to approaches and charges mentioned above. Open navigation shall be reserved for shipments which are designated for transportation on the Rhine; surcharges by shallow water, floods and ice shall be borne by the purchaser.
4. Purchase Obligation / Default of Acceptance
The purchaser is obliged to accept the delivery stipulated in the contract as well as a partial delivery. The acceptance of the delivery can only be refused due to serious shortcomings. In the event of default of acceptance the risk of loss shall pass to the purchaser. Distona AG is at liberty to cancel or deliver the shipment subsequently. Distona AG maintains their claim on payment of purchase price in any case.
In the event of defective delivery the purchaser is entitled to repairs or replacements. Nullifications and price reductions are excluded. Any further warranty, especially the liability for other damages, is excluded within the scope permitted by law.
6. Statute of Complaint Obligation, Limitation and Complaints
The purchaser shall inspect the goods immediately upon receiving them. Complaints must be made without any delay. If the immediate complaint was prevented through no fault of their own, the purchaser must file the complaint within 8 days after receiving the goods. Complaints must be made out in writing and the defects must be listed in a detailed manner. All warranty claims shall become statute barred after six months after receiving the goods unless otherwise agreed upon or regulated with individual terms.
7. Low customs
The use and further sale of low customs products are subject to the relevant regulations of the Swiss Customs and Excise Authority as applicable at the time of delivery. The buyer is liable for all consequences if these regulations are violated once they are in possession of the wares.
If Distona AG receives notice, after completion of the sale, that the purchaser has payment and liquidity problems, they shall be entitled to demand indemnification of the purchasing price (guarantee of payment / prepayment or the like). This also applies before the carrying out of a delivery. In addition, Distona AG reserves the right to cancel the contract in case of default in payment by the purchaser. This also applies after the completion of a delivery. Without a reminder notice a default interest on the due purchase price is owed. The default interest shall be calculated at the standard bank rate for unsecured account overdrafts with 5 % p.a. at its minimum.
9. Retention of Ownership
Distona AG retains ownership of the delivery until the purchase price has been paid completely. Distona AG is entitled to register the retention of ownership in the retention of ownership register at the site of the purchaser. This retention extends, as far as permitted by law, to further processed products.
10. Choice of law and jurisdiction
Swiss law is the applicable law. The court of jurisdiction is St. Gallen.