General Terms and Conditions

General terms and conditions of sale and delivery of the company avintos AG, 4310 Rheinfelden (hereinafter referred to as "Avintos")

§ 1 General Conditions
These general terms and conditions of sale and delivery are an integral part of any purchase agreement and/or order confirmation. They are subject to any purchase condition of a buyer. This principle shall apply unless other agreements have been expressly made in writing. Verbal agreements and ancillary arrangements remain ineffective without written consent of AVINTOS.

§ 2 Liability of Offers
All offers, especially those in catalogues, price lists, etc. are non-binding.
The contract is only concluded by written confirmation (confirmation of order) of the AVINTOS to an oral or written order. As written also applies to the transmission by fax or e-mail.
In any case, however, the general terms and conditions of sale and delivery of the AVINTOS shall be considered accepted at the latest with the execution of the order.

§ 3 Plans and Technical Documentation
Brochures and catalogues are not binding without any other agreement. Specifications in technical documents are only binding, as far as they are expressly assured.
Each contracting party reserves all rights to plans and technical documentation (drawings, descriptions, specifications, illustrations, etc.) which has been handed over to the other party. The receiving contracting party recognizes these rights and will not copy, reproduce, or wholly or partly make available to third parties or use it outside of the purpose for which they were handed over to them without prior written authorization from the other parties. They must be returned to AVINTOS on demand.

§ 4 Regulations in the country of destination and protective devices
The ordering party shall notify AVINTOS at the latest with the order of the regulations and standards relating to the execution of the deliveries and services, the operation as well as to the disease and accident prevention.
In the absence of any other agreement, the deliveries and services correspond to the regulations and standards at the registered office of the buyer, to which this AVINTOS referred to in paragraph 1 above. Additional or other protective devices are provided in so far as this is expressly agreed.

§ 5 Delivery
The agreement made in the order confirmation is decisive for the scope and execution of the delivery.
The delivery periods are agreed on in the order confirmation or a separate agreement. In writing confirmed dates will be respected. Delays in delivery times due to internal or external disturbances are reported to the buyer. Exceeding dates do not entitle either to cancel or to assert any substitute claims. The late delivery does not give the buyer the right to withdraw from the contract.
If the delivery is delayed for reasons for which the buyer is responsible, then AVINTOS shall be entitled to charge the costs arising from the storage by the purchaser and to dispose of the delivery item elsewhere after the expiry of a period communicated to the purchaser and to provide the purchaser with an extended deadline to supply.
Depending on the scope of the order, the right to partial deliveries exists. Design and shape changes remain reserved during the delivery period insofar as the object of the contract is not significantly modified in its function and form and the change is reasonable for the purchaser.

§ 6 Prices
In the absence of any other written agreement, all prices are net, without packaging, in freely available Swiss francs, without any deductions.
Not included are VAT and other taxes, duties and charges as well as the cost of packaging, transport, customs clearance, insurance, any license fees, certification, assembly, installation, commissioning, acceptance and insurance.
Printed price lists and catalogues can be changed at any time.

§ 7 Payment Terms
Payment must be made within 30 days to AVINTOS without deduction of cash discount and discount in Swiss francs, unless special terms of payment have been agreed in writing. AVINTOS has the right to demand advance payment or deposits. Partial deliveries, as well as supplementary facilities supplied subsequently are separately charged and the aforementioned payment conditions apply.
The payment dates are also to be adhered to, if transport, delivery,  assembly, installation, commissioning or acceptance of the deliveries or  services is delayed or made impossible for reasons beyond AVINTOS  'control, or if insignificant parts are missing or subsequent work is necessary, which do not render the use of the supplies impossible.
If the buyer is in arrears with payments or if there are doubts about the solvency or his willingness to pay, AVINTOS may withdraw from the contract without prejudice to the rights of the property, or withdraw from the agreement after a reasonable period of grace has been set and may claim compensation for non-performance.
If the buyer does not accept the agreed payment dates, he shall pay a default interest at the rate of at least 4% above the respective discount rate of the Swiss National Bank, without any warning from the date of the agreed maturity. The replacement of further damage is reserved.
Payments may not be cut or withheld due to complaints or unacceptable claims. The offsetting of any counterclaims which are not disputed by AVINTOS or which have been legally established in court is subject to their express written consent.

§ 8 Transition from Benefit and Danger
Benefits and risks are transferred to the buyer at the latest with the departure of deliveries.
If the shipment is delayed at the buyer's request or for other reasons which AVINTOS is not responsible for, the risk shall pass to the buyer in the time originally scheduled for delivery. From this point onwards, the deliveries are stored and insured at the risk and expense of the buyer.

§ 9 Transport and Insurance
Special requests regarding shipping, transport and insurance are to be announced to the AVINTOS in good time. Transport takes place on account and risk of the buyer.
Complaints in connection with the dispatch or transport must be directed by the buyer immediately upon receipt of the deliveries or the freight documents to the last freight carrier.
The buyer is responsible for the insurance against damages of any kind.

§ 10 Retention of Title
The delivered or stored product remains the property of AVINTOS until full payment of the purchase price.
In the case of a delay in payment, the retention of title may be entered in the corresponding register.

§ 11 Inspection and Acceptance of Deliveries and Services
The buyer must check the deliveries and services within a reasonable period of time and report any defects immediately to AVINTOS in writing. If he omits this, the deliveries and services shall be deemed to have been approved.
The products and components must be sent to the AVINTOS Franko Rheinfelden, for repair under warranty.
If the buyer requires a repair on the spot, the travel expenses and any overtime of AVINTOS shall be remunerated. For the expenses a corresponding cost credit must be delivered in advance.

§ 12 Warranty
AVINTOS undertakes to carry out the deliveries in accordance with the contract and to fulfil the warranty obligation as described below.
Without any other written agreement, a guarantee period of 12 months is generally granted.
A guarantee of 12 months is also guaranteed on spare parts, but without the warranty being extended in relation to the whole purchase.
In the event that delivered products give rise to justified claims for the buyer for any reason, the warranty at AVINTOS's choice shall be either repair or replacement of the parts complained about. If AVINTOS replaces disputed parts, the latter shall fall within their property.
Further claims and liabilities, in particular claims for damages and consequential damages of any kind, retention of the invoice amount, conversion or reduction are excluded. In particular, AVINTOS shall not be liable for individual or consequential damages, such as lost profits or claims of third parties, as well as expenses and assembly costs.
Liability for defects does not in any case refer to damages which arise after the passing of the risk due to faulty or negligent handling, excessive use, unsuitable equipment and such influences as are not presupposed under the contract. AVINTOS is only bound to assured characteristics if they are made in writing.
For items purchased from sub-suppliers, the warranty is limited to the scope of the guarantee conditions of the manufacturer's companies.
If the buyer or a third party has made changes to the delivery items, any claim for warranty shall lapse.

§ 13 Place of Performance, Applicable Law and Legal Venue
Jurisdiction and place of performance is the office of the AVINTOS in CH-4310 Rheinfelden.
The legal relationship is governed by Swiss law. The application of the provisions of the Vienna UN Agreement from 11.4.1980 is excluded.
If possible, we can settle any differences by mutual agreement.
The invalidity of a provision of these general sales and delivery conditions does not affect the effectiveness of these in any other way. The Parties undertake to replace the ineffective provision with an effective regulation, the economic success of which corresponds to that of the ineffective provision as far as possible.