1.1

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

1.2

Any general terms and conditions of Vibraplast AG's contractual partners that contradict these GTC shall only apply if they were expressly adopted as provisions taking precedence over these GTC when the contract was concluded. Otherwise, conflicting general terms and conditions shall not apply.

2.1

Price lists, verbal price information, and other details about products and other contractual items are considered guide prices (excluding VAT) and are not binding. Offers that are not time-limited remain binding for 30 days.

2.2

Contracts between Vibraplast AG and the contracting party shall be deemed concluded

• if Vibraplast AG has confirmed an order in writing and in accordance with the provisions on the order confirmation,
• if the contractual partner has accepted the offer made by Vibraplast AG in accordance with the terms and conditions stated in the offer,
• if the contractual partner accepts the delivered goods and does not immediately notify Vibraplast AG that it rejects the delivery.

2.3

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

3.1

The delivery periods agreed between Vibraplast AG and the contracting party shall be deemed to have been met if the delivery has been made ready for shipment within the specified period.

3.2

Agreed delivery periods shall only commence once the contract has been concluded in accordance with section 2 above, any advance payments due have been made, and any securities have been provided. In addition, all technical issues and questions must have been clarified.

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 arise, such as significant operational disruptions or accidents, from the time Vibraplast AG has notified the contractual partner of these circumstances,
• if the contractual partner is behind schedule with the work to be performed by them (issuing instructions, providing documents, etc.),
• if the contractual partner is in default with contractual (advance) performance obligations.

In cases of suspension of delivery periods, the period shall end and continue to run as soon as the reasons for suspension have been eliminated.

4.1

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

4.2

Furthermore, any liability for more extensive defects, in particular any hidden defects, which are not known to Vibraplast AG, is excluded to the extent permitted by law.

4.3

Vibraplast AG's warranty obligation is limited in all cases to the replacement delivery of goods free of defects. In this regard, Vibraplast AG undertakes to take back the goods reported as defective and actually defective at its own expense and to provide a replacement. In doing so, it has the right to deliver goods with the same characteristics (and meeting the same requirements) as the goods ordered instead of the original generic goods.

5.1

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

5.2

Vibraplast AG shall not be liable in particular 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, Vibraplast AG's liability shall be excluded to the extent permitted by law. Furthermore, the contractual partner shall not be entitled to withdraw from the contract on the grounds of a delay in delivery by Vibraplast AG.

5.4

If the supplier acknowledges that goods or materials supplied to Vibraplast AG are defective, Vibraplast AG shall, as a matter of principle, provide a replacement. Vibraplast AG reserves the right, at its discretion, to take back these goods (assuming the packaging and transport costs) and to credit the purchase price to the contractual partner.

6.1

The benefits and risks of the ordered delivery shall pass to the contractual partner upon provision of the goods for transport (shipment). This provision shall also apply if Vibraplast AG assumes the costs of transport on the basis of a special agreement.

7.1

The agreed prices are net prices ex works. The costs for transport (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 against any damage that may occur during transport.

7.2

Vibraplast AG charges separately for packaging and containers for the goods. Vibraplast AG ensures that the goods to be delivered are packaged in a manner customary in the trade.

8.1

Invoice amounts must be paid within 30 days of the invoice date at the latest.

8.2

Upon expiry of the 30-day payment period, the contractual partner shall be in default even without a specific reminder from Vibraplast AG, and Vibraplast AG shall be entitled to charge standard default interest 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 for each necessary reminder as reminder costs.

8.3

Die Vibraplast AG behält sich vor, dem Vertragspartner die zu liefernde Ware nur gegen Leistung Zug um Zug abzuliefern sowie im Falle der Nichteinhaltung der Zahlungskonditionen den Vertragspartner mit noch ausstehenden Lieferungen nicht zu bedienen, bis der Vertragspartner seinen Zahlungspflichten nachgekommen ist.

9.1

Invoice amounts must be paid within 30 days of the invoice date at the latest.

10.1

Vibraplast AG advises the contractual partner to the best of its knowledge and belief. Contract law (Art. 394 ff. OR) applies to this advisory activity.

10.2

Vibraplast AG accepts no liability for damages attributable to slight negligence on its part in the course of its consulting activities.

11.1

Molds and tools remain the property and possession of Vibraplast AG even if the customer contributes to some or all of the costs. There is no obligation to hand over 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 will 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 is Aadorf (TG), Switzerland.

12.2

The exclusive place of jurisdiction for any legal disputes arising from this contract is Aadorf (TG), Switzerland.

12.3

The contractual relationship between Vibraplast AG and the contracting party is governed exclusively by Swiss law.