General terms and conditions of business

1 Scope of application and validity

1.1 Autronic AG, based in Zweidlen, Canton of Zurich, hereinafter referred to as Autronic, offers its “customers”, namely specialist dealers, resellers and end customers, products, distribution and sales services.

1.2 These General Terms and Conditions, hereinafter referred to as “GTC”, govern the rights and obligations for business transactions with Autronic and replace all previous agreements. All products and services offered by Autronic are subject to these GTCs and cannot be replaced or overruled by the customer's General Terms and Conditions.

1.3 Should individual provisions of these terms and conditions prove to be invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness and enforceability of the remaining parts of these GTCs. In this case, the parties undertake to replace the invalid, ineffective or unenforceable part of the GTC with a valid, effective and enforceable provision that comes as close as possible to the original intention of the parties.

1.4 These GTC may be amended or supplemented by Autronic at any time. Changes will be communicated to the customer in a suitable form. If significant changes are made, the customer has the right to terminate the business relationship in writing until the date on which the changes come into effect. Existing orders remain unaffected. The currently valid version of the GTCs can be accessed at www.autronic.ch/agb.

2 Obligations and services of the customer

2.1 The customer undertakes in particular to ensure that the sale and delivery of the products is carried out in accordance with the law and the contract and that the services purchased are paid for on time.

2.2 The sale and delivery of the products shall be transferred to the customer when the goods are purchased. The risks associated with resale shall be borne by the customer for its own account and in its own name. The customer is not authorized to act on behalf of or as a representative of Autronic vis-à-vis end customers or third parties or to conclude transactions and contracts for Autronic.

2.3 The customer is responsible for compliance with guidelines, conditions and the possession of any authorizations by the manufacturer/supplier. If these are not complied with by the customer, the customer must indemnify Autronic in the event of any claims.



3 Conditions for the purchase of goods

3.1 Depending on the planned annual turnover, the selected payment and delivery conditions, communication contributions or other agreements, Autronic may grant special conditions. These conditions can be adjusted by Autronic at any time, in particular if the contractual conditions change on the manufacturer/supplier side.

4 Ordering

4.1 Offers from Autronic are non-binding. Likewise, illustrations, technical data, descriptions, etc. are to be understood as approximate values and do not constitute a guarantee of properties.

4.2 The customer is bound by his telephone, written or electronic orders.

4.3 A contract is concluded with the consent of Autronic, with an order confirmation or at the latest with the delivery to the customer.

4.4 Order changes or cancellations requested by the customer require the written consent of Autronic. Autronic may charge the customer for any costs already incurred.



5 Delivery and inspection of the goods

5.1 Autronic generally delivers the ordered products ex warehouse. The goods are dispatched when ordered, with the usual postage costs charged by Swiss Post.

5.2 The transportation of the goods is covered by the usual Swiss Post transport insurance.

5.3 Delivery dates and delivery periods are non-binding, unless expressly agreed otherwise in writing. The information is provided to the best of Autronic's knowledge, but without guarantee and is subject to timely delivery to Autronic by the manufacturer/supplier.

5.4 Autronic is generally entitled to make partial deliveries.

5.5 In the event of delivery disruptions due to force majeure and other unforeseeable events over which Autronic has no influence, such as pandemics, natural disasters, strikes, lockouts, material failure, transport or operational disruptions at the manufacturer or traffic disruptions, Autronic is entitled to cancel the order.

5.6 The customer must inspect the products immediately after delivery or collection for completeness, conformity with the delivery documents and for defects and must immediately report any recognizable deviations and defects in writing. If a complaint is not made within 6 days of receipt of the products, the delivery shall be deemed to be in accordance with the contract. In addition, any transport damage or shortages recognizable upon delivery must be noted on the carrier's receipt.

5.7 The customer is obliged to notify Autronic of any incorrect deliveries received without an order within 10 days of becoming aware of them and to keep the goods ready for collection by Autronic or a third party commissioned by Autronic for at least 10 days. If the customer does not report an incorrect delivery or does not do so within the deadline, he accepts the delivery for himself and owes Autronic the corresponding purchase price.

 

6 Involvement of third parties

6.1 Autronic may engage auxiliary persons and third parties (in particular subcontractors) or employees of such third parties to fulfill its obligations.

 

7 Prices

7.1 Unless otherwise agreed, the prices of Autronic's products and services are in Swiss francs (CHF), excluding VAT, duty paid and ex warehouse. Prices may be adjusted at any time. Additional and shipping costs are not included and will be charged as agreed. Unless otherwise agreed, accessories are not included in the price.

7.2 The customer shall be charged the prices valid at the time of order entry. In the event of price increases by manufacturers/suppliers, public charges or those resulting from currency fluctuations, Autronic reserves the right to pass these on to the customer for goods not yet delivered or services not yet provided. In any case, the prices stated in the order confirmation by Autronic shall apply.

 

8 Assignment / offsetting / right of retention

8.1 The customer is not entitled to assign any claims against Autronic or to offset them against Autronic's claims against him without Autronic's written consent.

8.2 Any right of retention or right of retention of the customer to Autronic items is excluded in full.

 

9 Retention of title

9.1 The products delivered by Autronic remain the property of Autronic - as long as they are within the customer's sphere of influence - until Autronic has received the purchase price in full and in accordance with the contract. Until this time, Autronic is entitled to enter the retention of title in the retention of title register at the customer's place of residence in accordance with Art. 715 of the Swiss Civil Code. Upon request, the customer undertakes to immediately give Autronic its written consent to the entry of a reservation of title in all points essential for the entry (cf. Art. 4 Para. 4 of the Ordinance of the Federal Supreme Court).

9.2 As long as the purchase price has not been paid in full, the customer is obliged to maintain the products delivered by Autronic, to treat them with care and to insure them against all usual risks.

 

10 Return

10.1 It is not possible to return or exchange products.

 10.2 In the event of unjustified returns, such as refusals to accept goods, incorrect orders or other returns, we reserve the right to charge a processing fee of CHF 39.00. This covers the additional costs of processing, handling and storing the returned goods. These costs cover the additional expenses for processing, handling and storage of the returned goods.

11 Warranty and guarantee

11.1 Responsibility for the selection, configuration, application and use of products and the results achieved with them lies with the customer or the purchaser of the products, i.e. the end customer. The customer acknowledges that Autronic does not carry out any incoming inspections of the products supplied by manufacturers or suppliers.

11.2 Autronic warrants and is only liable for products from third parties to the extent that the third party (e.g. manufacturer, licensor) is liable to Autronic. The customer waives any further warranty claims against Autronic and the third party.

11.3 The customer acknowledges that, based on the applicable provisions of the manufacturer/supplier, the warranty is generally limited to rectification, delivery of defect-free replacement goods or a credit note, at their discretion. The replacement of parts, the rectification of defects or the delivery of defect-free replacement goods shall not trigger any new warranty obligations. Any faults that occur that fall under the warranty do not entitle the customer to withdraw from the purchase or to declare a rescission.

11.4 Furthermore, the customer acknowledges that a defect only exists in any case if it is reported to Autronic in detail in writing immediately after discovery and contains a relevant and reproducible error.

 

12 Warranty of the customer

12.1 The customer undertakes to indemnify Autronic against any liability and any damages if third parties assert claims against Autronic which are attributable to products and data supplied, the use of the products or services by the customer or third parties which is not in conformity with the contract.

 

13 Liability of Autronic

13.1 Autronic is only liable for direct damage up to the amount of the respective sales price and only if the customer proves that this was caused intentionally or through gross negligence or omission on the part of Autronic. Autronic's transportation liability is in any case limited in accordance with section 6.2.

13.2 Any further liability on the part of Autronic, its auxiliary persons and third parties commissioned by Autronic for damages of any kind and for any legal reason is excluded to the greatest extent permitted by law. In particular, the customer shall under no circumstances be entitled to claim compensation for damages that have not occurred to the product itself, such as loss of production, loss of use or data, loss of orders, loss of profit or other indirect or consequential damages.

 

14 Confidentiality

14.1 The customer undertakes to treat the Autronic price list and other confidential data and information of a commercial nature, e.g. discounts, dealer margins, bonuses, configurations or other advance services, as confidential and to use them only for the purpose of the contractual relationship with Autronic.

 

15 Place of jurisdiction

15.1 This agreement is subject to Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the courts responsible for Zweidlen (ZH). Autronic reserves the right to also sue the customer at the ordinary places of jurisdiction