General terms and conditions

I. Subject and Scope

1. Subject of the following general terms and conditions are services and product sales of the company CDP SWISS.

2. These terms and conditions are essential components of each contract, if no contrary terms are agreed upon.

3. Contrary terms of the customer as well as changes and amendments are only valid, if CDP SWISS gives a written confirmation.

II. Contract conclusion

1. Acceptances and all orders between CDP SWISS and the customer must be in written form (for example by fax or e-mail) or by phone to obtain legal validity.

2. The employees of CDP SWISS are not authorized to do any oral agreements or promises which are beyond the contents of a written contract.

III. Prices

1. Payment of the supplied products between CDP SWISS and the customer result from the valid price list. As soon as a new price list is launched, all former price lists are no longer valid.

2. The prices according to the price list are to be understood ex works plus freight charges and VAT, if no contrary terms are agreed upon.

IV. Delivery terms

1. The delivery period for shipments in Switzerland is max. 10 labour days.

2. Delivery dates or periods, which may be binding or non-binding, need to be in written form.

3. Up to a goods value of 5000,00 CHF net, freight costs are charged. From a value of more than 5000,00 CHF on, delivery is for free.

4. The minimum order value is 500,00 CHF plus VAT.

5. Initial orders are to be paid in advance or by cash on delivery.

6. Delivery and service delays due to force majeure and due to events which make the products shipment of CDP SWISS difficult or impossible – like strikes, lock-outs, official orders – even if they occur in case of shipments to CDP SWISS customers or their business partners, CDP SWISS cannot be held liable for, even in case of agreed deadlines and dates. CDP SWISS is authorized to postpone the products shipment by the endurance of the obstructions plus an appropriate start-up time or to cancel the contract completely or partly because of the non-fulfilled part.

7. If the obstruction takes more than three months, the customer is authorized to cancel the contract regarding its non-fulfilled part, after an appropriate written fixation of deadline. If the time of performance is extended or if CDP SWISS gets free from their duty, the customer cannot derive any claims. CDP SWISS can only refer to the mentioned circumstances, if the customer is informed immediately.

8. The company CDP Swiss is authorized to do part shipments or part performances at any time.

9. CDP Swiss reserves the right to withhold a shipment of an existing contract, until pending amounts from former deliveries are settled.

10. If a default of acceptance from the part of the customer occurs, CDP SWISS is authorized to request claims for the caused damages. As soon as a default of acceptance occurs, the risk of an accidental deterioration or loss is borne by the customer.

V. Reservation of Proprietary rights

1. The products supplied by CDP SWISS remains propriety of CDP SWISS until complete payment by the customer, if no contrary terms are agreed upon in written form.

2. The agreed payment conditions are fixed in the invoices.

VI. Invoices / Balance of mutual claims

1. The balance of mutual claims or the assertion of withholding are only valid, if the claims of the customers are not denied or if they are fixed legally.

VII. Warranty

1. CDP SWISS warrants that the supplied products are free from defects. Warranty period is 6 months and starts with passing of the risk of the products.

2. In case of shipments to merchants according to the code of commerce, the buyer has to reprimand the defect immediately conform to §§377/378 of German code of commerce. The defect must be reprimanded with CDP SWISS within one week after reception of goods.

3. If the notice of defects is justified, CDP SWISS decides about rectification, substitution or credit memo. If the rectification or substitution fails, the customer has the right to cancel the contract or to request a discount. A reconsignment by the customer is to be discussed with CDP SWISS to avoid unnecessary freight costs and has to be paid by the customers. After having checked and recognised the warranty claims, the freight costs for the reconsignment are refunded to the customer.

4. The products supplied by CDP SWISS for resale can only be sold in the original packaging. They cannot be relabelled, refilled or repacked. If the CDP SWISS customer does not respect this obligation, the warranty claims are lost.

5. Only direct customers of CDP SWISS are entitled to have warranty claims. They are not transferable.

6. The above paragraphs include the warranty for the products supplied by CDP SWISS to the customer and exclude all further warranty claims.

VIII. Liability and dispatch

1. The customer is liable for damages in case of intent and gross negligence. This also includes a vicarious liability. CDP SWISS will supply the goods with the accuracy of a prudent businessman.

2. For damages higher than a value of 520 € CDP SWISS does not take any liability. For a higher products value, it is possible to conclude a parcel post insurance of 0,7% of the order value. As soon as the shipment is received by the customer, the products supplied by CDP SWISS are to be checked in order to notify any transport damages within three days to CDP SWISS in written form.

IX. Final clause

1. Place of payment, performance and jurisdiction for all conflicts between the parties is Zurich, if the customer is a merchant, a legal person of public law or special property regulated by public law. The place of jurisdiction is also valid for other persons, if the customer does not have a general place of jurisdiction in the domestic country, if the customer changes the domicile or place of business from the domestic country after having concluded the contract or if his domicile, place of business or his usual residence are not known in the moment of lawsuit.

2. The ineffectiveness of certain regulations does not affect the effectiveness of the other regulations. A non-effective regulation is to be replaced by amendments which approach the purpose at its best possible.

3. If no contrary terms are agreed upon, contracts with international customers are subject to German law.