General terms and conditions
General terms and conditions
1. Scope of application
1.1 These GTC apply to all deliveries and services of XETTO GmbH (“XETTO”) in connection with the xetto® brand. Any terms and conditions of the customer (“Buyer”) deviating from or contradicting these GTC require the express written confirmation of XETTO in order to be valid. These General Terms and Conditions shall also apply even if delivery to the buyer is carried out unconditionally in the knowledge that the buyer’s terms and conditions are contrary to or deviate from these General Terms and Conditions.
2. Offer and conclusion of contract
2.1 Offers made by XETTO are non-binding and subject to confirmation. A sales contract with the buyer will only be concluded when XETTO has confirmed the order in writing or when the delivery or service has been provided. The buyer is bound to his order for four weeks. The period begins with the receipt of the order by XETTO.
2.2 If XETTO submits an offer for a limited period of time, a contract will only come into effect if the order is accepted within this period. If an acceptance is not made within the time limit or if the acceptance deviates from XETTO’s offer, the contract of sale will only be concluded upon XETTO’s written order confirmation.
2.3 The documents enclosed to offers from XETTO (illustrations, drawings, information on weights, masses, speeds, energy consumption, operating costs, etc.) are approximate specifications with tolerances and do not constitute a quality agreement.
2.4 XETTO reserves their property rights and copyrights to illustrations, drawings, calculations and other documents. They may only be used for commissioning, use and maintenance of the delivered items. Any other use, copy, reproduction or transfer to third parties requires the written consent of XETTO. This also applies to such written documents which are marked “confidential”.
3. Prices and terms of payment
3.1 The prices according to the price list are net ex works. All additional costs, such as the costs of freight, packaging and its disposal, insurance, export-, transit-, import- and other permits, shall be borne by the buyer. In addition, the buyer shall bear all types of taxes, duties, fees and customs duties. If the buyer demands that XETTO has to insure the transport at his expense, the buyer must inform XETTO in writing 5 working days before delivery.
3.2 Statutory value-added tax is also not included in the prices; it will be shown separately on the invoice at the legal amount applicable on the day of invoicing.
3.3 Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 20 days of the invoice date.
3.4 XETTO reserves the right to execute orders from new customers and larger orders from existing customers only against advance payment.
3.5 The buyer is only entitled to offset payments if his counterclaims are legally established, undisputed or acknowledged by XETTO.
4. Delivery time and delivery
4.1 The delivery term is EXW – INCOTERMS 2020.
4.2 Delivery dates stated by XETTO are to be considered as approximate dates. If the parties have agreed on a binding delivery period, this period begins with the dispatch of the order confirmation, but not before all technical and commercial questions have been clarified. Compliance with the delivery time is subject to the timely and proper fulfilment of the buyer’s obligations. If this is not the case, the delivery time shall be extended accordingly.
4.3 The agreed delivery time is fulfilled if, within the delivery period, the goods and services are available for acceptance “ex works” or the readiness for dispatch has been announced.
4.4 XETTO is entitled to partial deliveries and partial services if these are reasonable for the customer. The customer will be invoiced for transport costs in the agreed amount.
4.5 A bindingly agreed delivery time will be extended appropriately in case of force majeure, labour disputes or other events beyond XETTO’s control. This also applies if the hindrance occurs at XETTO’s subcontractors. The above-mentioned events will also lead to an appropriate extension if they occur during an already existing delay.
4.6 If XETTO’s deliveries are delayed, the buyer will only be entitled to withdraw from the contract if XETTO is responsible for the delay and a reasonable deadline for delivery, set by the buyer, has expired. Further rights of the buyer other than this right of withdrawal are excluded in any case.
5. Transfer of risk
5.1 Loading and dispatch are carried out uninsured at the risk of the buyer. The risk of deterioration or accidental loss shall be transferred upon delivery or, in the case of sales shipment, with handover to the forwarding agent or other person in charge of the shipment. This also applies if XETTO has paid the costs of the shipment.
5.2 If the dispatch is delayed due to circumstances not caused to XETTO, the risk of accidental deterioration or accidental loss shall be transferred with the availability for acceptance or the announcement of the readiness for dispatch.
5.3 Storage costs after transfer of risk are borne by the buyer.
6. Warranty
6.1 XETTO alone guarantees that the goods purchased have the agreed quality at the time of transfer of risk.
6.2 The buyer must inspect the delivered goods (including partial deliveries) immediately upon receipt and report any defects in writing to XETTO within eight days of receipt of the goods, otherwise the goods will be regarded as approved. However, making a complaint does not release the buyer from his obligation to pay.
6.3 If the purchased item is demonstrably defective and if the complaint has been made within the time limit, XETTO will remedy the defect at their own discretion by repair or replacement delivery of a defect-free item. Further warranty claims (e.g. reduction and cancellation) are excluded to the extent permitted by law.
6.4 XETTO will repair the goods either at the factory or at the buyer’s site, at XETTO’s discretion. If, at the request of the buyer, the repairs are not carried out at the factory, the costs for the dispatch of qualified personnel will be borne by the buyer.
6.5 Warranty claims expire 12 months after delivery of the purchased goods, in case of a consumer purchase according to article 210 paragraph 4 OR, however, 24 months after delivery.
7. Liability for damages
7.1 XETTO is only liable for damages not occurring to the delivered items themselves, regardless of the legal grounds, in case of gross negligence or intentional damage. Furthermore, XETTO will be liable if liability results from mandatory applicable product liability laws.
7.2 Further claims are excluded within the legally permissible scope.
8. Retention of title
8.1 The purchased items remain the property of XETTO until final payment has been made. XETTO is hereby authorised by the buyer to have a retention of title entered in the relevant register until the purchase price for the delivered goods has been paid in full.
9. General information
9.1 Declarations which serve to establish, preserve or exercise rights must be made in writing. To comply with the written form, transmission in text form by means of remote data transmission (e.g. e-mail or fax) is sufficient, unless the written form is defined by law.
9.2 Special conditions in individual written contracts between the buyer and XETTO remain reserved. Verbal agreements between the buyer and XETTO are not binding.
9.3 If a clause of the General Terms and Conditions is invalid in whole or in part, the validity of the remaining clauses remains unaffected. In this case, XETTO and the buyer agree to replace the invalid clause with a valid one that comes closest to the economic purpose of the invalid clause.
9.4 These general terms and conditions replace the previously valid general terms and conditions and are valid until revoked by XETTO.
10. Applicable law, place of jurisdiction
10.1 These GTC are subject to Swiss law, excluding the conflict of laws provisions of Swiss international private law, in particular excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Purchasing Convention).
10.2 Exclusive place of jurisdiction is Zug.