Standard Terms & Conditions for Sale of Goods
In this document the following words shall have the following meanings:
- "Buyer" means the organisation or person who buys the goods.
- "Goods" means the articles to be supplied to the Buyer by the Seller.
- "Intellectual Property Rights" means all patents, registered designs, copyright, trade marks, know-how and all other forms of intellectual property worldwide enforceable.
- "Seller" means PESCHKE GmbH, Boesch 67, 6331 Huenenberg, Switzerland.
- These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to.
- Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
III. PRICE AND PAYMENT
- The price shall be the recommended retail price, unless otherwise agreed upon in writing between the parties. All prices are ex works.
- Terms of payment: Pre-payment.
- If payment of the price or any part thereof is not made in advance, the shipment will not be released.
- Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
- If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to receive all cost (duties, taxies, storage and freight) incurred to the return shipment.
- Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or refund.
Risk of the Goods shall pass to the Buyer upon purchase at the Sellers premises.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
VIII. RETURN OF UNUSED GOODS
- All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer.
- Any returns must be authorised by a representative of the Seller before any credit will be given.
- Credit of amounts due or paid in will only be given in exchange for goods that are in sellable condition.
IX. LIMITATION OF LIABILITY
- The Seller shall not be liable for any all loss or damage suffered by the Buyer.
- Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.
X. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
XI. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
XII. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
XIII. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
XVI. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Switzerland and the parties hereby submit to the exclusive jurisdiction of the Swiss courts.