General Terms and Conditions of Sale and Delivery
- All contracts will only be executed in accordance with these General Terms and Conditions of Sale and Delivery.
- Any General Terms and Conditions of Trade issued by the Purchaser, regardless of when they came into force and even if they are not challenged, shall be invalid in all cases.
- If the Purchaser decides to enter into or continue a business relationship with us, it shall acknowledge these General Terms and Conditions of Sale and Delivery.
- Offers, Orders and Ancillary Agreements
- Our offers are not binding.
- Offers only become binding if and to the extent that they have been confirmed by us in writing or accepted by us through fulfilment and settlement of accounts.
- Oral agreements must always be drafted in writing.
- Prices only apply to the locations indicated in the order confirmation and shall not oblige us to carry out deliveries to other locations.
- Prices will always be calculated by referring to the dimensions (weight, running meter, square metre etc) ascertained in our factory.
- Prices do not include value-added tax (VAT).
- Any discount or deduction will only be valid if it has been agreed upon before conclusion of the contract.
- Montefiore Trading S.A. reserves the right to increase the selling price even after the contract has been concluded, in particular in the case of increases in production costs and the costs of materials that exceed 3%. In such cases, Montefiore Trading S.A. shall submit plausible documentation to the Contract Partner regarding the increase in costs.
- Unless otherwise stipulated, payments are net and are due 30 days after the invoice date.
- Payments shall always be made to satisfy the longest-standing claims together with any accessory claims.
- The Purchaser is only entitled to set off any counterclaims against claims asserted by Montefiore Trading S.A. or exercise the right of retention if its counterclaims are undisputed or have been established in law.
- Bills of exchange and cheques will only be regarded as payments after they have been redeemed.
- All costs associated with the redemption of bills of exchange and cheques, including discount interest, shall be borne by the Purchaser.
- If the Purchaser delays payment or there is strong evidence that the Client is experiencing payment difficulties, Montefiore Trading S.A. is entitled to demand the immediate payment of all its outstanding claims and/or advance payment for any further deliveries without forfeiting its other claims.
V. Delays in Payment, Insolvency of the Purchaser
- In case of delays in payment, interest arrears set at 8% above the prevailing discount rate of the European National Bank shall become due.
- In case of delays in payment and if doubts arise concerning the Purchaser’s ability to pay, Montefiore Trading S.A. is entitled to assert all outstanding claims immediately, to demand advance payment or the provision of collateral before fulfilling its contractual obligations or to stop executing the contract.
- We are entitled to make partial deliveries.
- Our delivery times are not binding. This also applies to confirmed delivery dates or times.
- Once the goods have been handed over to the Purchaser or if delays in taking delivery of the goods take place, the delivery will be considered as having been fulfilled and all risks will be passed on to the Purchaser.
VII. Force Majeure
Force majeure, business disruptions at suppliers, shortfalls in manpower, energy or raw materials, strikes and interruptions in traffic will free Montefiore Trading S.A. from its delivery obligation for the duration of the interruption and the scope of its effects and entitle Montefiore Trading S.A. to withdraw completely or partially from the contract.
VIII. Reservation of Title
- The goods delivered will remain the property of Montefiore Trading S.A. until they have been paid for in full. The Purchaser may only use goods subject to reservation of title in the course of ordinary business operations. It may not pledge such goods or assign them by way of security.
- If goods are mixed or processed with other goods, Montefiore Trading S.A. will exercise joint property rights in proportion to the value represented by the goods in question.
- The Purchaser shall forthwith transfer all claims arising from resale and credit to Montefiore Trading S.A..
- The Purchaser undertakes to take out sufficient insurance against insurable damage on the goods supplied by Montefiore Trading S.A. (fire, water, theft etc) It shall forthwith assign any insurance claims to Montefiore Trading S.A..
- The Purchaser undertakes to immediately inform Montefiore Trading S.A. whenever third parties exercise rights on the goods subject to reservation of title.
- In case of delays in payment or any other type of breach of contract by the Client, Montefiore Trading S.A. is entitled to immediately halt further processing of the goods supplied and to demand the return of its products.
IX. Transport, Insurance and Fulfilment
The provisions of the prevailing version of Incoterms shall apply.
X. Product Liability
- The Purchaser explicitly waives any right to assert claims for compensation for material damage that it suffers during its own business activities.
- If the Purchaser sells the goods governed by this contract to another entrepreneur, it undertakes to make the aforementioned exclusion of liability binding upon the entrepreneur.
- Montefiore Trading S.A. guarantees that the products sold under this agreement are of standard quality subject to variations in quality and/or dimensions determined by manufacturing processes and that they approximately comply with the specifications for these products laid down by Montefiore Trading S.A.. No guarantee shall be provided for properties which have not been included in the written specifications nor shall any guarantee be provided for particular results during processing. The Purchaser acknowledges that if the goods are stored for long periods, this may render processing difficult or even impossible and that Montefiore Trading S.A. will therefore provide no guarantee for the processability of the products if they are processed later than 180 days after the invoicing date. The Seller shall provide no guarantee, whether explicit or implicit, regarding the marketability of the products or that the products are suited to a particular purpose. The Purchaser shall bear the risk regarding the suitability of the product for the use it envisages for the products and all risks arising from handling or using the products, regardless of whether they are employed individually or together with other products. Any samples shown or submitted to the Purchaser (in particular, this also refers to larger deliveries of samples) or models are only provided in order to illustrate the usual finish and quality of the products and do not imply that the products must necessarily display this finish and quality. Properties displayed by samples or test deliveries shall only be regarded as assured properties if they have been confirmed by us in writing.
- The Purchaser shall examine the products as soon as they have been delivered. Notifications of defects will only be taken into consideration during processing of the goods and only if the invoice number and the registry number are provided in writing. If necessary, representative samples shall be submitted. Obvious defects shall be reported to the Seller within six days and hidden details within 180 days after receipt of the goods.
- Notifications of defects that are not covered by the abovementioned cases and periods or that arise through improper handling or storage of the goods are excluded. Notifications of defects may not be issued in respect of deliveries that have been designated as trial deliveries.
- Goods may only be returned if the express agreement of the Supplier has been obtained.
- Claims for compensation against Montefiore Trading S.A. are excluded regardless of the legal grounds, unless untypical gross negligence can be ascribed to Montefiore Trading S.A..
- Claims for compensation are limited to the amount Montefiore Trading S.A. might have typically expected under the prevailing circumstances before the contract was concluded. The typical amount is equal to the value of the goods that have been supplied.
XIII. Place of Jurisdiction and Applicable Law
The contract shall be exclusively governed by Swiss law. The place of jurisdiction is Zurich, Switzerland.