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General Terms & Conditions

General terms and conditions of SKYFORCE AG

 

I. General

These general terms and conditions apply to all contracts, deliveries and other services, including consulting and coaching services. The client / buyer's conditions of purchase are hereby expressly rejected. The execution of an order shall be subject exclusively to these Terms of Sale in conjunction with the information in the offer under order confirmation. The conditions of the client / buyer are only binding for SKYFORCE AG with the written consent of SKYFORCE AG. The absence of a contradiction from SKYFORCE AG shall not be deemed consent.

 

II. Delivery

The delivery period begins with the date of the clarification of all technical and other details of the order, the submission of any necessary documents and any agreed deposit. It shall be extended by the period in which the client / buyer is in arrears with its contractual obligations.

An execution or delivery period shall be extended appropriately - even within a delay - in cases of force majeure and unforeseen obstacles occurring after conclusion of the contract that we are not responsible for (including in particular malfunction, strikes, lockouts or transport disturbances), provided that such obstacles can be shown to have a considerable influence of the intended execution or delivery. This is true even if these circumstances occur at our suppliers or subcontractors. We shall inform the client / buyer of the beginning and end of such hindrances as soon as possible. The client / buyer can ask us to clarify whether we will be withdrawing from the contract or delivering within a reasonable time. Claims for damages are excluded in these cases. Shades of colour and gaps may differ to the extent customary for the industry.

 

III. Acceptance

The client / buyer is obliged to take over the goods at the agreed place within 8 days of receipt of the notification of availability. If the client / buyer is in default of acceptance, SKYFORCE AG is entitled, after expiry of a grace period, to both withdraw from the contract and claim compensation from the client / buyer.

A grace period is not required if the client / buyer has refused acceptance seriously and finally. SKYFORCE AG is entitled to demand compensation for the damage caused by the failure to take acceptance of the goods. The damages may be specifically calculated or claimed on a flat-rate basis. The flat-rate compensation for damages due to non-acceptance is 25% of the purchase/project price, unless the customer proves to SKYFORCE AG that damage has not occurred or was substantially less than the stated fee. In the event of delay in acceptance by the client / buyer, an administration charge of 0.01% of the purchase/project price shall be calculated per day. The client / buyer is liable in these cases according to the legal provisions of the delay in acceptance.

 

IV. Packaging / Shipping

All deliveries are generally made in an unpacked state. Packing materials provided by SKYFORCE AG will be billed according to the type and scope. Any packing materials provided by SKYFORCE AG or by any suppliers whose return is not demanded by SKYFORCE AG or any supplier, must be disposed of by the client / buyer at its own responsibility and at its own expense. If the goods are shipped, the client / buyer shall bear the cost of packaging and shipping.

 

V. Transfer of risk

Our Delivery is ex works or warehouse. By handing over the goods to the carrier - regardless of whether he was commissioned by the client / buyer or by us - the risk is transferred to the client / buyer. This also applies to partial deliveries. If the shipment is delayed at the request or fault of the client / buyer, the goods shall be stored at the expense and risk of the client / buyer. In such cases, notification that the goods are ready for shipment shall be considered equivalent to shipment.

If the client / buyer agrees to collect the goods in person, any delay in the pick-up at the request of or due to negligence of the client / buyer shall cause the risk to be transferred to the client / buyer upon notification that the goods are ready for pick-up.

 

VI. Payment

The agreed purchase/project price is due for payment as specified in the order confirmation, but no later than the full amount on delivery. Unless expressly agreed otherwise, 50% of the purchase/project price will be due upon ordering. The remainder of the purchase/project price, without any deduction, is due no later than upon delivery of the purchased solution, at the earliest upon order confirmation. Short term consulting and coaching services, not exceeding 5 days of work per case, have to be paid 100% upfront.

Unless specified otherwise in writing in the order confirmation, the prices are net plus VAT The pricing excludes packaging and is free from the agreed place of delivery.

Payments are to be paid in cash or in advance without any deduction. The payment date shall be the date on which SKYFORCE AG can access the payment. We reserve the right to accept bills of exchange, cheques and credit card. In such cases they are accepted for payment only and shall not be considered payment until cashed. The client / buyer shall be liable for any discount charges.

 

VII. Retention, set-off

Offsetting is only permitted with undisputed or legally established counterclaims. In addition, payment may be retained only to a reasonable extent due to defects or any other complaint.

If the client / buyer is in default of payment or if it does not redeem a bill of exchange upon maturity, we are entitled to recover the goods. The client / buyer expressly agrees to this. We may also prohibit the sale or removal of goods supplied. The recovery does not constitute withdrawal from the contract, unless the Consumer Credit Act applies.

 

VIII. Retention of title

SKYFORCE AG or its suppliers reserves the ownership of the purchased goods until all our claims arising from the business relationship, including future claims arising from simultaneous or subsequent contracts, are settled.

This shall also apply if individual or all claims were acquired by us in a current account and the balance is determined and recognized. If a reciprocal liability is established by us in connection with the payment of the purchase price by the client / buyer, the retention of title shall not expire before the bill of exchange is redeemed by the client / buyer as drawee.

Third party rights to reserved goods may not be justified (disposal, connection, mixing, processing, use as collateral, etc.). The client / buyer must notify SKYFORCE AG about any third party access to the reserved goods immediately. The client / buyer is not entitled to dispose of the reserved goods. The retention of title extends to all claims of SKYFORCE AG against the purchaser in connection with the goods themselves. These include, for example, repairs and spare part deliveries. During the period of retention of title, the client / buyer has the duty to maintain the goods in good condition and have all necessary repairs and maintenance work carried out at SKYFORCE AG or a company authorised by SKYFORCE AG operating at its own expense without delay. The client / buyer is obliged to insure the goods delivered subject to retention of title at its expense against theft, fire, etc..

 

IX. Notification of defects, warranty and liability

If the client / buyer is not a consumer, it must provide notification of obvious defects in an exclusion period of two weeks from delivery / installation.

In the event of a defect, the seller has, in terms of subsequent performance, the choice between repair and subsequent delivery of the goods in a defect-free condition, unless prohibited by the regulations on the sale of consumer goods. If subsequent performance fails, the client / buyer may reduce the purchase price or withdraw from the contract. Colour nuances and slight differences between products of the same colour are not considered defects.

A claim for damages is excluded. This exclusion shall not apply in cases of intentional causation and injury to life, body or health caused by a negligent breach of duty. The exclusion shall not apply to damages caused by a violation of essential contractual obligations that is at least gross negligence.

Warranties shall expire within one year from delivery of the purchased item, unless the client / buyer is a consumer. In such cases, the limitation period shall be two years.

 

X. Quality specifications

Illustrations and drawings, dimensions, weights and colour information in catalogues, price lists and other printed materials or publications accessible to third parties (such as web pages, etc.) are non-binding. A quality or durability guarantee is not provided without a guarantee, unless it is expressly stated by us in writing in the individual case.

 

XI. Miscellaneous

Ancillary agreements to this contract have not been made. Any amendments and additions to this agreement must be made in writing in order to be binding. This also applies to waiving this requirement for the written form.

In the event of invalidity of one or more provisions of this contract, the validity of the remaining provisions shall remain unaffected. The Parties will agree on a legally effective substitute provision which is as close as possible to the economic purpose of the original provision.

The client / buyer is hereby informed that the personal information gained as part of the business relationship will be processed and stored in accordance with the provisions of the Swiss Data Protection Act.

The place of performance for delivery and payment is the headquarters of SKYFORCE AG. The court of jurisdiction for all disputes, including those related to disputes over cheques and bills of exchange, shall be Schaffhausen, provided the client / buyer is a merchant, legal entity under public law or a public law body. However, we are entitled to take legal action against the client / buyer at their own court of jurisdiction.

The contractual relationship is governed exclusively by the laws applicable in Switzerland under exclusion of the UN Sales Convention.

 

Version 09/2015