1.1

These General Terms and Conditions (hereinafter GTC) apply to all contractual services provided by Vibraplast AG in connection with the sale and delivery of goods 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 made in writing take precedence over these GTC; in addition, the provisions of the Swiss Code of Obligations (CO) and, in the case of cross-border contracts, the INCOTERMS apply.

1.2

General terms and conditions of Vibraplast AG’s contractual partners that conflict with these General Terms and Conditions shall only apply if they were expressly adopted as provisions taking precedence over these General Terms and Conditions at the time the contract was concluded. Otherwise, conflicting general terms and conditions shall not apply.

2.1

Price lists, verbal price quotations and other information regarding products and other contractual items are to be regarded as guide prices (excl. VAT) and are not binding. Quotations that are not time-limited remain binding for 30 days.

2.2

Contracts between Vibraplast AG and the contracting party shall be deemed to have been concluded,

• if Vibraplast AG has confirmed an order in writing and in accordance with the terms set out in the order confirmation,
• if the contracting party has accepted the offer from Vibraplast AG in accordance with the terms set out in the offer,
• if the contracting party accepts the delivered goods and does not immediately notify Vibraplast AG that they are rejecting the delivery.

2.3

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

3.1

The delivery deadlines agreed between Vibraplast AG and the contracting party shall be deemed to have been met if the delivery has been made ready for dispatch within the deadline.

3.2

Agreed delivery periods shall only commence once the contract has been concluded in accordance with clause 2 above, any advance payments due have been made and any security has been provided. Furthermore, all technical issues and queries must have been resolved.

3.3

The delivery period shall be extended appropriately in the following cases if the contracting party subsequently requests changes that affect the delivery.

The delivery period is suspended in the following cases:

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

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

4.1

Upon delivery of the contractual goods, the contracting party must inspect them and report any defects within 8 days. Defects not reported within this period shall be deemed to have been accepted by the contracting party.

4.2

For any further defects, in particular any hidden defects of which Vibraplast AG is not aware, all liability is otherwise 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 from defects. In this regard, Vibraplast AG undertakes to take back, at its own expense, goods reported as defective and which are in fact defective, and to provide a replacement. In doing so, it is entitled to supply 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 contracting party in the context of the contractual relationship with Vibraplast AG is hereby excluded.

5.2

In particular, Vibraplast AG shall not be liable for damage arising from inaccurate information provided by the contracting party regarding the intended use of the goods or their electrical, mechanical, thermal, chemical, physical, biological or any other properties of a different nature. Furthermore, Vibraplast AG shall not be liable for incorrect type designations or improper handling of the goods by the contracting party.

5.3

In the event of a delay in delivery, Vibraplast AG’s liability is excluded to the extent permitted by law. Furthermore, the contracting party shall not be entitled to withdraw from the contract on the grounds of a delay in delivery by Vibraplast AG.

5.4

Where the supplier acknowledges that goods or materials supplied to Vibraplast AG are defective, Vibraplast AG shall, as a general rule, provide a replacement. Vibraplast AG reserves the right, at its discretion, to take back such goods (bearing the costs of packaging and transport) and to credit the purchase price to the contractual partner.

6.1

The benefits and risks associated with the ordered delivery shall pass to the contracting party upon the goods being made available for transport (dispatch). This provision shall also apply if Vibraplast AG bears the costs of transport pursuant to a special agreement.

7.1

The agreed prices are net prices ex works. The costs of transport (including charges, customs duties, etc.), taxes and other ancillary costs shall be borne by the contracting party. It is the responsibility of the contracting party to take out insurance against any damage arising from transport.

7.2

Packaging and containers of the goods will be charged separately by Vibraplast AG. Vibraplast AG ensures that the goods to be delivered are packaged in accordance with standard commercial practice.

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 contracting party shall be in default even without a specific reminder from Vibraplast AG, and the latter shall be entitled to claim standard default interest within the meaning of Art. 104 para. 3 of the Swiss Code of Obligations. Furthermore, Vibraplast AG shall be entitled to charge CHF 20.00 as reminder fees for each necessary reminder.

8.3

Vibraplast AG reserves the right to deliver the goods to the contracting party only against simultaneous performance and, in the event of non-compliance with the terms of payment, to withhold outstanding deliveries from the contracting party until the contracting party has fulfilled its payment obligations.

9.1

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

10.1

Vibraplast AG advises the contracting party to the best of its knowledge and belief. The law governing contracts for services (Art. 394 et seq. OR) applies to this advisory activity.

10.2

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

11.1

Moulds and tools remain the property and in the possession of Vibraplast AG even if the customer contributes to the costs in part or in full. There is no obligation to hand over these moulds and tools to the contracting party.

11.2

Vibraplast AG undertakes to use the moulds and tools exclusively for the customer in question and to handle and store them with due care. These moulds and tools shall be stored for five years following 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 contracting party 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.