Scherer GmbH's delivery and payment terms and conditions for business transactions with companies
§ 1 Conclusion of contract, prices
1. Our GTCs always take priority over conflicting/supplementary GTCs of the ordering party.
2. A contract shall be concluded if the order is confirmed in writing within two weeks or the goods are sent to the location indicated by the ordering party.
3. Our prices are always in € ex works/warehouse plus mandatory VAT. Any costs for packing, distribution, transport, customs, charges and public levies are charged separately. For small orders under € 300 net, a handling fee of € 25 net is charged.
4. When agreeing a delivery time of more than four months, we may pass on to the ordering party any cost increases incurred in the meantime for procurement, manufacturing, delivery etc. proportionately according to their share of the entire price.
§ 2 Delivery times, delivery delays
1. Without written, express agreement delivery times indicated by us are always non-binding.
2. Operational disruptions which are not our fault that occur at our works or our suppliers' or at the transport company commissioned by us (e.g. strike etc.) shall extend all delivery times to a reasonable extent.
3. Any costs incurred if the ordering party defaults shall be invoiced.
§ 3 Dispatch, transfer of risk, insurance
1. As long as the dispatch method has not been agreed, this is at our discretion.
2. Goods are always dispatched at the ordering party’s expense and risk. The handover to the transport company is decisive for transfer of risk and meeting delivery deadlines.
3. Unless otherwise agreed, the supplier chooses the packaging and dispatch method at their own discretion. The ordering party shall bear the costs of insuring against breakages, transport and fire damage if requested in writing.
4. To secure any compensation claims relating to transport damage, the consignment note with comments about the damage and the signature of the driver should be sent to the supplier without delay.
§ 4 Terms of payment, right of retention, offsetting
1. Unless otherwise agreed, payments shall be made within 30 days of the invoice date without deduction to one of our listed accounts. We ask new customers to pay in advance.
2. The ordering party has no right of retention insofar as it is not based on the same contractual relationship. The ordering party can only offset amounts due against undisputed or legally determined counter-claims.
3. If, after conclusion of the contract, a significant risk arises in respect of the payment due to us we can demand advance payments or security within a reasonable timeframe and withhold our service until payment.
4. Payments made are applied to the oldest claim even if the payment is made for certain specified goods.
§ 5 Warranty, limitation period, disclaimer
1. The warranty is governed by the Swiss Civil Code as a rule.
2. In the case of new items claims for defects shall expire 12 months from the transfer of risk.
3. No warranty shall be provided for used items purchased.
§ 6 Reservation of title
1. Goods are supplied subject to reservation of title, including the extended reservation of title, as long as this right exists according to the law of the country in question. If applicable, appropriate agreements must be concluded.
2. The same applies to deliveries outside the scope of application of these conditions of sale as long as a reservation of title or an extended reservation of title is legally possible in the country where the goods are located at the time of a claim being asserted. Otherwise, the ordering party is obliged to provide the supplier with all the rights that the legislation in the supplier’s country provides to secure the claims.
§ 7 Material provisions, custom-made products, property rights
1. If materials are to be supplied by the ordering party, these are to be delivered at its expense and risk promptly with an appropriate extra amount of a minimum of 10% and in perfect condition to our agreed manufacturing site.
2. Should we produce goods according to samples, models, design drawings or other information from the ordering party, we shall not be liable for errors including functional that are a result of the documents/items submitted by the ordering party.
3. Custom-made products/special colours are subject to a quantity deviation of ±10%.
4. All documents provided to the ordering party in connection with the order (e.g. drafts, construction drawings, calculations etc.) can only be transferred to third parties with our written approval.
5. The ordering party is responsible for ensuring that the services produced according to its specifications are free from third party property rights and releases us from liability if such are breached and compensates us for any damages in the case of recourse.
§ 8 Place of performance, place of jurisdiction, applicable law, severability clause
1. The place of performance is the location of the supplier.
2. The place of jurisdiction is the location of the supplier, company headquarters or the ordering party’s headquarters, whichever the supplier chooses.
3. The law of the country where the supplier has its location applies
4. Should any individual provisions of this contract be or become invalid, the remaining provisions shall nevertheless remain valid. The parties undertake to replace the invalid provision with a legally permissible one that is as close as possible to the economic purpose of the invalid provision or fills this gap.
§ 9 Final Provisions
Any changes and supplements to this contract must be made in writing.
Scherer GmbH / Srl
Via Max Valier Straße 16
39040 Tramin / Termeno (BZ)
ITALIEN / ITALIA
Commercial register number BZ: 00654070218
Managing partner: Meinrad Scherer