General Business Conditions

1. Introduction

These General Terms and Conditions of Limatec AG (hereafter “Limatec”) apply to all present and future offers from Limatec and to contracts concluded with Limatec. Every natural and juridical person who maintains business relations with Limatec is identified as a customer.

2. Copyright Notice

These General Terms and Conditions are protected by copyright. The exclusive right to use belongs to Limatec. Any reproduction, dissemination or other application is strictly prohibited and is permitted only with the explicit written approval of Limatec. Specifically, the use of these General Terms and Conditions in amended or unamended form for individual professional purposes is not permitted and will be prosecuted under civil law and pursued under criminal law. The same applies to any Limatec documentation, e.g. cost estimates or drawings. These shall also remain the copyrighted property of Limatec. They may not be made accessible to third parties. Such documents are to be returned to Limatec upon request. If the contract is not awarded, they are to be returned to Limatec immediately and without special request.

3. Scope

These General Terms and Conditions apply to all products, whether subject to a fee or free of charge, that Limatec supplies. Purchase and delivery shall occur only in accordance with Limatec’s General Terms and Conditions. Conflicting conditions or conditions of the customer that diverge from these General Terms and Conditions shall not be recognised unless Limatec has explicitly acknowledged their validity in writing. The respective current and binding version of the General Terms and Conditions is published on the internet at www.limatec-ag.ch. A hard copy can be ordered from Limatec.

4. Services from Limatec

Limatec shall provide its services professionally and painstakingly in accordance with these General Terms and Conditions, and with other contract clauses. Limatec shall aim to offer the best and most up-to-date products to its customers on a continuous basis.

5. Conclusion of the Contract

Any price list, brochure or other information from Limatec does not constitute an offer to conclude a contract; it is merely an invitation to the customer to make an offer / place an order (invitatio ad offerendum). A contract is concluded as soon as Limatec confirms acceptance of the customer’s offer (order) by means of an order confirmation. The order confirmation is the sole authority for the content of the contract, particularly for the scope of service. Any amendment to the contract or any supplementary agreement requires written confirmation by Limatec. If however one of the aforementioned (resolutive) conditions occurs, the contract shall be immediately terminated without the involvement of the parties. Limatec shall immediately inform the customer of this. If the product has already been delivered, ownership shall automatically revert to Limatec and the customer shall be obliged to return the goods (against repayment of the price paid). If the product has not yet been delivered, the customer shall not be required to pay the purchase price or accept the product. The transfer of rights from this contract and the assignment of claims requires the agreement of the other contracting partner in order to be legally valid.

6. Product Information

Limatec always makes every effort to inform and educate its customers as best as possible with regard to the products and services offered on its website. As Limatec does not produce any products itself and only sells original products by leading manufacturers, information about these products is obtained from the manufacturers and is compiled for customers in a transparent and customer-friendly manner. Any information on www.limatec-ag.ch is therefore to be understood without guarantee or liability and not as a warranty. In particular, no liability can be accepted for the accuracy, completeness or currency of the information. Limatec therefore reserves the right to deviate from its brochures, price lists and catalogues with regard to images, drawings and information related to dimensions, weight and performance insofar as these are not expressly identified as binding and the deviations fall within standard tolerances. Products are always subject to deviations in stainless-steel structure and slight colour abnormalities.

7. Prices

All purchase prices are understood to be from the German warehouse and apply, unless otherwise stated, exclusive of value-added tax, advance recycling fees and copyright charges. Any delivery and shipping costs (without contracts and without setup) and costs for transport insurance are additional and are specially identified within the scope of the specific offer. Limatec may choose any dispatch route it wishes. Any additional charges that occur due to the customer’s dispatch preference shall be borne by the customer. Any duty, freight and dispatch expenses that result from deliveries abroad shall be billed to the customer. The customer may charge against our account only with undisputed or legally validated counter-claims. Any right of retention on the part of the customer from previous or other business transactions as part of the business relationship is excluded.

8. Payment terms

Generally the customer is obliged to pay the amount in cash, by cash in advance or by cash on delivery. Limatec can deliver on account to public institutions and firms after a successful credit check by a Limatec-authorised credit institution and after the customer’s entry in the commercial register has been checked. A credit limit and a payment term shall be established for the customer. Unless special arrangements are made net payment must be made within 10 days. Credit limits shall be continually reviewed and adjusted. If Limatec no longer believes the customer to be creditworthy, Limatec is entitled to cancel the order in whole or in part. Insofar as no other agreement are made, invoices are to be paid immediately without deduction. Any warranty retention is excluded. Payment shall be made free of charge and free from transaction fees to the Limatec bank account indicated on the invoice.

9. Late Payment

In case of customer default or other contractual breach of duty, or if Limatec becomes aware of circumstances that diminish the creditworthiness of the customer, Limatec reserves the right to provide outstanding or future services only against payment in advance or cash on delivery. If the customer does not satisfy its payment obligations in whole or in part, any open amounts owed under any title shall be due and payable immediately, and any deliveries shall be suspended. Limatec reserves the right to withdraw from the contract. This contract dissolution shall come into effect automatically and without advance notice eight days after Limatec has unsuccessfully sent a request for payment with payment slip to the customer.

10. Delivery

Upon acceptance of the order and sending the appropriate order confirmation, Limatec shall be obliged to perform the service as fast as possible. The customer shall be contractually obligated to accept the service. In the event of non-delivery, the customer shall have the right to cancel four weeks after the agreed deadline at the earliest. In the event of a cancellation due to non-delivery, Limatec shall refund to the customer any amount that has been paid in advance. Any prospective delivery time can change without notice. Delivery times are intended only as a general basis and are not binding. In particular, the automatically generated order confirmation is not binding; it is merely intended to indicate to the customer that Limatec has received the order the customer has submitted. Any products that Limatec does not have in stock at its warehouse must first be ordered from the manufacturer or supplier. Any purchase contract is therefore subject to the (resolutive) condition of non-delivery and shall be terminated if the condition occurs, i.e. in the event that non-delivery is established. If a product is no longer produced or if it can no longer be delivered by Limatec’s supplier, the contract between Limatec and the customer shall be automatically terminated. Receipt of the automatically generated order confirmation contains no promise that the product is actually available or can be delivered. It merely indicates to the customer that Limatec has received the order the customer has submitted, thus concluding a contract subject to the resolutive condition of non-delivery. Any product identified as being “in stock” at Limatec’s warehouse is in principle available from Limatec’s warehouse. Any purchase contract is therefore subject to the condition that the stock has not yet been exhausted and that no deficiencies are present. Any liability on the part of Limatec is excluded in such cases. Delivery deadlines begin only upon submission of all documents approvals, releases and any payment in advance to be made by the customer. A delivery deadline has been met if the goods are released for transport or the notification of readiness for dispatch has been completed and sent. In the event of any amendment requested by the customer the delivery deadlines shall be extended appropriately. Limatec is authorised to deliver or make partial deliveries at any time. Limatec may invoice partial deliveries immediately. If the dispatch of the goods takes place on call-off order, Limatec is entitled to store the goods at the expense and risk of the customer based on its own judgement and to charge the customer for these expenses once the time specified for the call-off order has elapsed. If Limatec is not able to comply with the agreed delivery deadline for reasons it is unable to affect (breakdowns, strikes, lockouts, energy supply difficulties, delays in the supply of essential raw and basic materials, etc.), the customer shall be informed immediately. Limatec shall be excluded from any liability in such cases. Limatec shall determine the transport company and shall be free from liability upon delivery of the goods to the transport company. In the event of a contract dissolution (cancellation), the depreciation of the product since the order and a reimbursement for expenses of 20% of the order or a minimum of CHF 60 may be billed to the customer. Limatec may also withdraw from (cancel) the contract if the customer does not collect the goods within two weeks. Notification of transport damage (visible and hidden) and incorrect deliveries are to be made within five working days of receipt of the shipment. In the event of damages, the forwarding agency for goods delivery must be informed immediately and an appropriate explanation of damage must be provided.

11. Retention of title

Products that are delivered to the customer shall remain the property of Limatec until the entire purchase price has been paid. The customer grants Limatec the right to enter a retention of title in the retention of title register. The customer shall insure any goods under retention of title against fire, water damage, burglary and theft at its own expense. Upon request from Limatec, the insurance policy is to be provided for inspection. The customer relinquishes any claims against the insurance company to Limatec in advance. In the event of any third-party access to retention of title the customer must inform Limatec immediately. The customer shall bear all expenses in connection with discharging the seizure and recovery of any goods delivered by Limatec.

12. Warranty

Limatec sells only original, factory-new products from leading manufacturers in name-brand quality. Since Limatec does not manufacture its products, it has no influence over the functioning of the product. Limatec therefore excludes any guarantee for its products unless it is the result of deliberate or gross negligence on the part of Limatec. However, Limatec shall issue its customers power of attorney to exercise their warranty rights against the manufacturers. In addition, Limatec shall provide its customers with the service of sending the customer’s products to the manufacturers in the event that warranty rights are exercised against the manufacturers. This service will only be carried out at the domicile of Limatec unless otherwise agreed in writing. If Limatec is of the opinion that warranty on the part of the manufacturer is likely, Limatec may grant the customer pre-exchange of the product, i.e. Limatec consigns a similar product to the customer. This pre-exchange, which shall take place exclusively at the discretion of Limatec, shall take place on the condition (precedent) that the manufacturer actually assumes the warranty for the delivered product. The customer shall therefore attain ownership of the pre-exchanged product only at the moment of effective warranty on the part of the manufacturer. Limatec is authorised to enter a retention of title in the retention of title register. The customer must check the goods immediately after receipt of the delivery for completeness or any deficiencies and must notify Limatec with a written notice of defects within five working days of delivery. Completeness must always be checked in the presence of the forwarder / parcel deliverer and be noted with deviations in writing on the freight bill / delivery certificate. Any shortages identified later cannot be considered. If and insofar as a manufacturer, supplier or any other third party assumes warranty (e.g. by delivery of a warranty card) against the customer, Limatec’s warranty shall in no way be extended even by way of its relationship to the customer.

13. Return of Goods

Any returns shall be made at the expense and risk of the customer to the appropriate location designated for return by Limatec. The customer is responsible for professional and insured transport. The return must include a complete description of deficiency and a copy of the purchase invoice. Limatec may return at the sender’s expense or decline acceptance of equipment that is sent for the fulfilment of the guarantee by the manufacturer, but does not fall under guarantee or was not purchased from Limatec. In the case of equipment that shows no evidence of defects or has defects that do not fall under the manufacturer’s warranty, a flat-rate processing fee will be charged. If a product is returned to Limatec for repair the customer shall bear the entire responsibility for data backup before transferring it. Limatec cannot be held responsible for any loss of data. In the event of any obvious transport damage, Limatec shall accept the cost of return.

14. Exchange and Return

The return of products is generally not possible. Returns are possible only as an exception and after agreement with Limatec. The maximum basis of price for all returns and exchanges shall always be the price that was effective on the day of the return or exchange. Any products that have been specially ordered for the customer and any auxiliary constructions or custom products cannot be cancelled once the order has been placed, i.e. they are entirely excluded from return or exchange.

15. Liability

Limatec undertakes to provide services to the customer in accordance with these General Terms and Conditions and the remaining contract provisions. Any claims for damages resulting from impossibility of performance, breach of contract, faults at conclusion of contract and unlawful acts, are excluded both against Limatec itself and against its subcontractors or vicarious agents insofar as the damage was not the result of an intentional act or gross negligence. Liability for any indirect damage and consequential losses resulting from use, errors or loss of production is excluded.

16. Amendments to the General Terms and Conditions

Limatec reserves the right to amend the General Terms and Conditions at any time. Amendments to the General Terms and Conditions will be announced by informing the customer of the effective date in a timely manner via email. Limatec cannot be prosecuted for insufficient notification or non-receipt of the email with regard to amendment of the General Terms and Conditions. Any purchase order that took place at a time before the amended Terms and Conditions came into force and became binding via an order confirmation by Limatec shall be subject to the previous General Terms and Conditions even after introduction of the amended General Terms and Conditions.

17. Place of jurisdiction and applicable law

The place of jurisdiction for any dispute with Limatec – subject to any divergent place of jurisdiction specified by Swiss federal law – shall be Limatec’s place of business (currently Romanshorn, Thurgau, Switzerland). Limatec may also choose to sue the customer at the customer’s place of business. The contract is subject to Swiss law (to the exclusion of UN Convention on Contracts for the International Sales of Goods (CISG)). The place of performance for any claim arising from contracts concluded with Limatec is the place of business of Limatec AG. If any provision of this agreement is found to be invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. Any ineffective provision shall be replaced by a regulation that closest reflects the content of the intended regulation.

18. Place of performance, transfer of risk and place of supplementary performance

The place of performance for any claim arising from contracts concluded with Limatec is Limatec’s place of business. The risk of accidental loss and accidental deterioration of any goods sold is transferred with the goods to the customer itself or to any person authorised to receive the goods. In the case of a sale by delivery to a place other than the place of performance this risk is transferred as soon as the goods are delivered to a suitable transport person. In view of the risk of loss, it is equal to the transfer, if the customer is in default of acceptance. Insofar as the customer has any claim to supplementary performance against Limatec, Limatec shall be free to choose the place of supplementary performance from between its place of business or its German warehouse.

19. Final provisions

If any provision of this agreement is found to be invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. Any ineffective provision shall be replaced by a regulation that closest reflects the content of the intended regulation.

April 2016