General business terms and conditions
2Pages

P00.274 | 042009 Subject to technical alterations P00.274 | 042009 Subject to technical alterations General business terms and conditions | 11100 1/2 General business terms and conditions of Lenzlinger Sons Ltd. for supplies from the Raised Access Floors Division Lenzlinger Sons Ltd. (hereinafter: Supplier) shall sell Purchaser its products from the Raised Access Floors Division according to the following General Business Terms and Conditions. Any purchase by Purchaser of products from the Raised Access Floors Division shall constitute acknowledgment of the validity of these General Business Terms and Conditions. The following General Business Terms and Conditions shall be applicable for supplies of components, products and spare parts from the Raised Access Floors Division. Should Supplier also undertake installation of the supplies, the terms and conditions agreed separately for this purpose shall apply. Supplier shall have the right at any time to amend or supplement these General Business Terms and Conditions, including any and all Attachments that may exist. Contracts entered into before then shall be processed according to the General Business Terms and Conditions that were still valid at the time. 1. Entry into a contract 1.1 Bids that do not contain an acceptance or expiration deadline shall be non-binding. 1.2 The contract shall be entered into a) as soon as it has been confirmed by both parties in writing by letter or fax and the respective other party to the contract has been so notified, or b) as soon as the order confirmation has been sent by letter or fax from Supplier to Purchaser and has arrived there. 1.3 Unless otherwise provided in these General Business Terms and Conditions, the provisions of the Swiss Law of Obligations in Art. 363 et seq. concerning contracts for work and services shall be applicable to the contract entered into between the parties. Differently worded terms and conditions of Purchaser shall be applicable only if Supplier has accepted them in writing. 1.4 Amendments to the contract and these General Business Terms and Conditions shall require Purchaser’s written confirmation. 1.5 Should any provision of this contract prove to be completely or partly ineffective, that provision shall be replaced by a new provision that most closely approaches the legal and economic intent of the invalid provision. 2. Prices 2.1 Unless otherwise expressly mentioned, the prices in the product documentation shall apply to the respective illustrated and described articles. Supplier reserves the right to adjust the prices. The prices agreed on an individual basis shall apply for the contract. 2.2 Unless otherwise agreed, the prices shall be calculated ex works CH-8610 Uster, not including taxes, without packaging, in Swiss francs, without any kind of discount. Packaging, postage and freight costs shall be billed separately. 2.3 Purchaser shall assume all kinds of taxes, duties, fees, insurance premiums, authorization costs, customs duties and the like that are levied in connection with the contract. If Supplier has furnished such payments, Purchaser shall reimburse it upon appropriate proof. 2.4 If payments according to No. II 2-3 are included in the price by special agreement, Supplier reserves the right to adjust the rates to reflect any changes in tariffs. 3. Payment terms and conditions 3.1 Unless otherwise agreed, all invoices, including invoices for partial deliveries, shall be payable in Swiss francs and shall be settled within 30 days without discounts. 3.2 Set-off with counterclaims of Purchaser shall be excluded. 3.3 Claims lodged by Purchaser on the basis of warranties or asserted defects shall not exempt it from the payment obligation. 3.4 If the payments are not made as required by the contract, Supplier shall have the right to proceed in accordance with the Swiss Law of Obligations, including, among other options, insisting on the contract or withdrawing from the contract, and demanding damages in both cases. 3.5 Should Purchaser not meet the agreed payment deadlines, it shall pay interest at a rate of 7% per year, beginning from the agreed due date, and shall do so without being reminded. 4. Retention of title 4.1 Supplier shall remain the owner of the delivered objects until it has received payments in full as required by the contract. Purchaser shall empower Supplier to record an entry in the Title Retention Register according to Art. 715 of the Swiss Civil Code, effective the date of entry into the contract. 4.2 Any commingling and processing shall result in joint ownership of the new product. 4.3 Purchaser shall be obligated to handle the sold object carefully and to follow the instructions for use enclosed by Supplier. 4.4 Purchaser shall not be permitted disposing power over the delivered objects as long as retention of title exists. In particular, it shall not be permitted to sell, lease or mortgage such objects. 4.5 Supplier shall be entitled to assert its ownership right by repossessing the delivered goods if the agreed payment terms and conditions are not met. Any additional activities and forwarding costs that result shall be charged to Purchaser.

P00.274 | 042009 Subject to technical alterations P00.274 | 042009 Subject to technical alterations General business terms and conditions | 11100 2/2 5. Delivery 5.1 Purchaser shall be entitled to demand compensation for delayed delivery more than 14 days late, provided the delay was demonstrably the fault of Supplier and Purchaser is able to prove detriment due to the delay. Supplier’s liability shall be limited to at most 500.00 Swiss francs per delivery. Further rights of Purchaser based on delayed performance shall be excluded under all titles. 5.2 The delivery period shall be...