1.1. These terms and conditions of sale (AGBV) shall apply to sales relationships between Franz Oeschger import-export as a seller “Corky” and the buyer (“Buyer”), incl. The services associated therewith.
1.2. To the extent agreed in writing between the Buyer and Corky, the AGBV serves as a framework agreement for all future contracts between Corky and the buyer. Any exceptions must be explicitly referenced on an individual basis.
1.3. Only these terms and conditions of sale (AGBV) Apply. Any contradictions or changes to these AGBV most be agreed expressly and in writing by Corky. A tacit acceptance of terms and conditions of the buyer by Corky is expressly excluded and the buyer expressly waives the possibility of such tacit acceptance.
1.4. Notes on legal provisions are intended to clarify. As such, they are not affected by this AGBV or expressly excluded; legal provisions shall also apply if such clarification is missing.
1.5. Changes or additions to this AGBV are only valid if they have been accepted in writing by Corky and the buyer and contain a clear reference to this AGBV.
2. Offer and Conclusion of Contract
2.1. Corky’s offers are only binding if they are expressly designated as binding or if they contain a deadline for acceptance.
2.2. The orders for products or services by the buyer shall be considered as binding offers to conclude a contract with Corky. Corky has the right to accept such an offer within 15 working days of receipt.
2.3. A contract between Corky and the buyer incl. This AGBV only comes into existence and only has effect if the buyer accepts either Corky’s offer by the deadline or if Corky accepts the Buyer’s order within the specified period and issues a written order confirmation. Corky is not obliged to issue such written acknowledgment, if not expected under the circumstances.
2.4. All aspects of the legal relationship between the parties based upon the delivery incl. AGBV, this and other attachments in individual cases. Oral or written commitments or oral agreements between the parties prior to the signing of a supply contract shall be deemed not authentic.
2.5. The content of the product described, documents and data (Such as dimensions, tolerances or technical data, etc.), which are in whatever form supplied by Corky the purchaser shall not be considered as warranted characteristics or guarantees of any kind for the products.
3. Delivery and service
3.1. Corky’s offer or confirmation – Whichever applies in individual cases – Defines exclusively Corky’s delivery and content of the services and their delivery and / or execution. Materials, equipment, work or services which are not explicitly included in the offer or in the order confirmation and which the buyer asks the buyer offered by Corky are separate.
3.2. Corky has the right to modify its delivery and services at any time, as long as this does not happen at the expense of the buyer.
3.3. Prior to production, the buyer is responsible for carefully checking every aspect of the galley proofs or prints, samples, and designs. Including any special production or alignment instructions. Corky disclaims all responsibility and liability for defects which have not been notified by the buyer to Corky in writing together with the “OK to print” or had been communicated with duly signed by the buyer forms.
3.4. Corky is not liable for defects or errors that were not communicated by the customer.
3.5. The buyer accepts deviations from the agreed specifications within the industry standard tolerances. This includes, for example, differences in the design and material but also with respect to cutting accuracy. In the event that Corky suppliers change specification tolerances, these shall apply mutatis mutandis in respect of the products supplied by Corky.
3.6. If products are made exclusively for the buyer, the buyer accepts under- or over-supplies amounting to a maximum of 10% compared to the quantities ordered under the contract.
4.1. Unless expressly agreed in writing, Corky’s prices are net prices based on EXW delivery terms (Incoterms 2010) in Swiss Francs.
4.2. Corky’s prices are valid at the time of delivery of products or services are performed. In the event that between the signing of the supply and delivery of products or performing the service parameters on which the calculation of the prices of Corky change, Corky is entitled to adjust the prices accordingly. If such an adjustment results in a price increase of more than 10%, the buyer is entitled to revoke the corresponding delivery. Prerequisite is that the buyer has made in advance with Corky consultation and that this consultation is not performed within 5 working days of an agreement of the price increase.
5. Terms of payment
5.1. Deliveries to Switzerland and outside Switzerland must be paid before delivery, unless otherwise agreed.
5.2. The buyer has to pay invoices without any deduction within 30 days of the invoice date on the Corky account. Such deductions include, for example, rebates, any costs, taxes or any form of taxes.
5.3. In case of delay in payment Corky reserves the right to suspend all further deliveries of products or performance of services until the payment has been made. In addition, the buyer has to pay 8% default interest to Corky.
6. Delivery Terms
6.1. Delivery dates are always set in days, weeks or months. The delivery period begins when and if
– The supply contract has become valid,
– All necessary formalities have been complied with,
– Advance payments have been paid and Corky is in possession of agreed security
The delivery date is met if a delivery is ready for shipment before the expiration of the delivery period.
7. Delivery, Transport, storage and insurance
7.1. Deliveries, EXW (Incoterms 2010). Corky products are packed with Corky standard packaging.
7.2. The products are transported and stored at the expense and risk of the buyer.
8. Incoming inspection and acceptance of the products
8.1. The Buyer shall inform Corky of discovered defects or deviations not later than 10 days after receipt. If the buyer fails to inform, the products shall be deemed accepted.
8.2. Corky will endeavor in accordance with Clause 8.1. to fix reported defects as soon as possible. The buyer will give the necessary opportunity to Corky.
8.3. Defects or variations in products or services do not entitle the buyer to reject products or services.
9. Warranty and liability for defects
9.1. The buyer must inform Corky immediately in writing of defects discovered during the warranty period and which were detected at time of delivery in accordance with clause 8.1. The information shall contain sufficient details so that Corky can decide whether a repair is to be made or if defective products will be replaced or services should be repeated. It is left to Corky to decide whether to repair or replace products or services.
9.2. Corky’s warranty obligations are voided and Corky is not liable for replacement in the event that the buyer or any third party modified or repaired the delivered products. The same is true if and when a defect appears, the purchaser does not take all reasonable steps to mitigate the potential damage as rapidly as possible and allows Corky to remedy the defect itself.
9.3. Corky has no warranty obligations and is under no liable for any defects in products and services due to natural wear and tear, improper maintenance, failure to follow operating instructions, use of inappropriate equipment or chemical effects or because of other reasons beyond the control of Corky.
9.4. Corky does not guarantee that the products and services are suitable for the customer’s intended purpose. Also all warranties are excluded to ensure that the products or services may be under the conditions that prevail at the premises of the buyer, used and operated. Any specific guarantees of Corky must be expressly agreed in writing with the buyer.
9.5. The purchaser shall have no further claim for any warranties in addition to the requirements specified by 9.1 to 9.4.
10. Intellectual Property Rights
10.1. Neither under or in connection with these Terms and Conditions or under or in connection with the delivery contract are any intellectual property rights for Corky transferred to the buyer. This applies to all kinds of industrial property rights or any other rights to the products or services including brands. However, Corky grants the purchaser for the duration of the supply contract a non-exclusive, non-transferable, royalty-free license to use the products for the agreed purpose according to the delivery contract.
10.2. All intellectual property rights or other rights of products, materials, know-how and information, machinery, trademarks, designs that are manufactured or bought by Corky and which are used for or in connection with the products or services remain Corky’s or the appropriate third party’s property.
11.1. This Terms and Conditions and delivery contract are governed exclusively by Swiss law. Neither the Vienna Convention on the International Sale of Goods, or any provisions of private international law are applicable.
11.2. The court of jurisdiction is the seat of Franz Oeschger Import-Export “Corky”. Corky is, however, entitled to sue the plaintiff at his residence.