1.1
These General Terms and Conditions (hereinafter referred to as GTC) apply to all contractual services provided by Vibraplast AG to its customers in connection with the sale and delivery of purchased items. Customers are deemed to be both natural and legal persons who have concluded a verbal or written contract with Vibraplast AG. Individual agreements agreed in writing shall take precedence over these GTC; the provisions of the Swiss Code of Obligations (OR) and, in the case of cross-border contracts, the INCOTERMS shall apply on a subsidiary basis.

1.2
General terms and conditions of business of contractual partners of Vibraplast AG that contradict these GTC shall only apply if they were expressly accepted as provisions taking precedence over these GTC when the contract was concluded. Otherwise, contradictory general terms and conditions shall not apply.

2.1 
Price lists, verbal price information and other information on products and other contractual items shall be regarded as guide prices (excluding VAT) and shall not be binding. Offers that are not limited in time shall remain binding for 30 days.

2.2 
Contracts between Vibraplast AG and the contractual partner shall be deemed to have been concluded:

• when Vibraplast AG has confirmed an order in writing and in accordance with the provisions on the order confirmation, 
• when the contractual partner has accepted Vibraplast AG's offer in accordance with the provisions of the offer,
• when the contractual partner accepts the delivered goods and does not immediately inform Vibraplast AG that he rejects the delivery.

2.3
Any changes and amendments to the contract after the contract has been concluded must be made in writing.

3.1
The delivery deadlines agreed between Vibraplast AG and the contractual partner shall be deemed to have been met if the delivery has been made available for dispatch within the deadline.

3.2
Agreed delivery periods shall not commence until the contract has been concluded in accordance with clause 2 above, any advance payments to be made have been paid and any securities have been provided. In addition, all technical issues and questions must have been resolved. 

3.3
The delivery period shall be extended appropriately in the following cases if the contractual partner subsequently requests changes that affect the delivery. 

The delivery period shall be suspended in the following cases

• if unforeseen obstacles occur, such as significant operational disruptions or accidents, from the time when Vibraplast AG has notified the contractual partner of these circumstances, 
• if the contractual partner is in arrears with the work to be carried out by him (issuing of instructions, provision of documents, etc.), 
• if the contractual partner is in default with contractual (preliminary) performance obligations.

In cases where delivery deadlines are suspended, this shall end and the deadline shall continue to run as soon as the reasons have been eliminated.

4.1
After delivery of the contractual items, the contractual partner must inspect them and report any defects within 8 days. Any defects not notified within this period shall be deemed to have been approved by the contractual partner.

4.2
Any liability for further defects, in particular any hidden defects of which Vibraplast AG is unaware, shall be excluded to the extent permitted by law.

4.3
Vibraplast AG's warranty obligation shall in any case be limited to the replacement delivery of defect-free goods. In this respect, Vibraplast AG undertakes to take back at its own expense the goods that have been notified as defective and are actually defective and to provide a replacement. In doing so, it shall have the right to deliver goods with the same characteristics (and meeting the same requirements) as the ordered goods instead of the original generic goods.

5.1
To the extent permitted by law, liability for all damages incurred by the contractual partner in the context of the contractual relationship with Vibraplast AG is excluded. 

5.2
In particular, Vibraplast AG shall not be liable for damage caused by inaccurate information provided by the contractual partner regarding the intended use of the goods or their electrical, mechanical, thermal, chemical, physical, biological or any other properties. Furthermore, Vibraplast AG shall not be liable for incorrect type designations and improper handling of the goods by the contractual partner. 

5.3
In the event of a delay in delivery, the liability of Vibraplast AG is excluded to the extent permitted by law. Furthermore, the contractual partner shall not be entitled to withdraw from the contract due to a delay in delivery by Vibraplast AG. 

5.4 
If the supplier of Vibraplast AG recognizes a product or material as defective, Vibraplast AG shall in principle provide a replacement. Vibraplast AG reserves the right, at its discretion, to take back these goods (assuming the packaging and transportation costs) and to credit the contractual partner with the purchase price.

6.1
The benefit and risk of the ordered delivery shall pass to the contractual partner when the goods are made available for transportation (dispatch). This provision shall also apply if Vibraplast AG assumes the costs of transportation on the basis of a special agreement.

7.1
The agreed prices are net prices ex works. The costs for transportation (including fees, customs duties, etc.), taxes and other ancillary costs shall be borne by the contractual partner. It is the responsibility of the contractual partner to insure itself against any damage arising from transportation.

7.2
Vibraplast AG shall invoice the packing and packaging of the goods separately. Vibraplast AG shall ensure that the goods to be delivered are packaged in a manner customary in the trade.

8.1
The invoiced amounts must be paid within 30 days of the invoice date at the latest.

8.2
On expiry of the payment period of 30 days, the contractual partner shall be in default even without a special reminder from Vibraplast AG, and Vibraplast AG shall be entitled to demand interest on arrears at the normal commercial rate within the meaning of Art. 104 para. 3 of the Swiss Code of Obligations. In addition, Vibraplast AG shall be entitled to charge CHF 20 as reminder costs for each necessary reminder.

8.3
Vibraplast AG reserves the right to deliver the goods to be supplied to the contractual partner only against concurrent payment and, in the event of non-compliance with the terms of payment, not to supply the contractual partner with any outstanding deliveries until the contractual partner has fulfilled his payment obligations.

9.1
Vibraplast AG reserves the right to withdraw from the contract if the contractual partner is in default of payment.

10.1
Vibraplast AG shall advise the contractual partner to the best of its knowledge and belief. The law on contracts (Art. 394 et seq. of the Swiss Code of Obligations) shall apply to these advisory activities.

10.2
Vibraplast AG shall not accept any liability for damage attributable to slight negligence on the part of Vibraplast AG in the course of its consultancy work.

11.1
Molds and tools shall remain the property and in the possession of Vibraplast AG even if the customer bears part or all of the costs. There is no obligation to return these molds and tools to the contractual partner.

11.2
Vibraplast AG undertakes to use the molds and tools exclusively for the customer concerned and to handle and store them with care. These molds and tools shall be stored for five years after their last use at the expense of Vibraplast AG.

12.1
The place of performance for all services arising from the contractual relationship between Vibraplast AG and the contractual partner shall be Aadorf (TG)/Switzerland.

12.2
The place of jurisdiction for any legal disputes arising from this contract shall be Aadorf (TG)/Switzerland exclusively.

12.3
The contractual relationship between Vibraplast AG and the contractual partner shall be governed exclusively by Swiss law.