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R-10.04 General Terms and Conditions of Sale Metallica Sàrl
Unless otherwise agreed in writing by Metallica Sàrl, hereinafter referred to as "the supplier", the customer, potential customer of Metallica or third party, hereinafter referred to as "the buyer", declares that he accepts the general terms and conditions of sale without restriction. These terms and conditions can be viewed and downloaded at any time at www.metallica.ch
1 Controls
The purchaser's orders shall only be deemed to have been confirmed by the supplier's written confirmation. The supplier's written confirmation must be checked by the purchaser within 24 hours and any disputes must be communicated immediately. If no notice to the contrary is given within the time limit, only the supplier's order confirmation shall be binding and the purchaser shall be deemed to have accepted it as described and shall be obliged to pay the price stated therein.
Verbal agreements, changes to orders and any deviations from the general terms and conditions of Metallica GmbH shall only be effective after written confirmation by the Seller.
2 Prices and terms of payment
I. Our prices are quoted "net ex works" (EXW - current Incoterms). All ancillary costs for packaging, transport, insurance, as well as customs duties, expenses and taxes of any kind are to be borne by the purchaser. The calculation of the transport costs is based on the weights established by the supplier. Additional costs due to oversized goods, special shipping methods, COD shipments, or other collection costs shall be borne by the purchaser. The purchaser shall provide the unloading instruments at his own expense at the agreed delivery location or, if necessary, at the agreed time. If the unloading equipment is considered to be unsuitable and could damage the goods, the seller reserves the right to refuse to unload the goods or to pass on the full responsibility for any damage to the goods to the buyer.
II. The value added tax is not included in our prices; it is indicated separately on the invoice. If the purchaser is exempted from VAT, it is his responsibility to provide the document proving this. If the document is not provided to the supplier, the VAT will be automatically charged or post-charged to the supplier.
III. The purchaser shall pay in the currency, to the bank account and within the period indicated on the invoice. No deductions for discounts, rebates, fees or costs of any kind are accepted, unless otherwise agreed in writing. The term of payment shall be deemed to have been fulfilled on the date of the credit to our account.
IV. An adjustment of prices shall be deemed appropriate if it is based on a change in the nature or scope of the delivery or services agreed upon, e.g. in the case of a partial order based on a more extensive offer.
V. The offsetting of our credit with counterclaims of any kind requires our prior written consent.
VI. The deadlines and dates stated on our invoices are due dates; if they are exceeded, the ordering party is in default without any reminder or setting of an additional deadline.
VII. From the beginning of the delay, interest on arrears is due at 4% above the respective applicable 3-month CHF-LIBOR. The right to claim further damages is reserved.
VIII. In the event of default in payment or if there are justified doubts about the creditworthiness of the ordering party, we shall be entitled - notwithstanding our other rights - to demand advance payment for deliveries not yet made and to demand all claims arising from the business relationship. The obligation to deliver is suspended as long as the customer is in default of payment.
3 Delivery times
The delivery times indicated by the supplier in the various documents are indicative, especially when making offers (interim sales, adjustments to factory deadlines and other partners). The delivery times for goods from the factory or other partners are particularly relevant. Delays in delivery do not entitle the purchaser to a reduction or cancellation of the order or to claim damages. Any agreement to the contrary should be stipulated in writing by the supplier with a valid signature in the commercial register.
Cases of force majeure such as mobilization, fire, epidemics, disruptions (interruption of operations or transport routes), strikes, wars, boycotts at the supplier's premises or at the factory, shortage of raw materials or lack of electrical power shall entitle the supplier to adapt his deliveries to the exceptional situation or even to cancel all or part of his obligations.
4 Internet
The Provider's website does not guarantee the accuracy and completeness of the information published directly or indirectly. Insofar as arrangements are made on the basis of information from the Provider's website, the Purchaser shall be solely liable. The information shall only be deemed to have been confirmed in writing by the Supplier.
5 Internet - the shop
These general terms and conditions of Metallica Ltd. are also valid for all transactions made through the supplier's shop.
I. When entering the personal data required for registration, the purchaser assumes responsibility for providing complete and truthful information. The buyer is obliged to treat his access data confidentially and to prevent access to any unauthorized third party.
II. The purchaser is solely responsible for the contents of the accessible sections. These contents must not violate the rights of third parties. There is no claim to the storage or publication of the contents inserted by the purchaser.
III. The purchaser shall refrain from any disturbance of the web pages and all their contents.
IV. The Provider is not obliged to accept the registration or the order of a registered buyer.
V. The Provider is not obliged to maintain this offer permanently.
VI. The buyer can easily archive his order data via the Internet browser.
VII. By clicking on the "order" button, the buyer sends a binding order for the goods contained in the shopping cart. In case of an order with advance payment, the delivery of the goods by the supplier can only be carried out after the full amount has been received in his account. If the full amount is not received within 10 working days, the order will be considered as cancelled.
6 Packaging
VIII. Disposable packaging (wood, cardboard, etc.) is charged and will not be taken back at the purchaser's domicile, subject to mandatory legal regulations.
IX. Unless otherwise agreed, returnable transport packaging must be returned to the supplier as soon as possible after emptying, free of charge and in good condition. If this is not the case, we can charge the costs of replacement to the purchaser. Returnable transport packaging must be stored properly.
7 Terms of payment
Unless otherwise stipulated on the invoice, our terms of payment are 30 days (date of issue of the invoice), net and without discount. Payment costs are to be borne by the buyer. In case of late payment, interest on arrears will be charged from the first reminder. This interest is calculated at the unsecured overdraft interest rate of the major Swiss banks, including the quarterly commission. If the buyer becomes insolvent, all claims are due and payable, regardless of the agreed due dates, and can be collected immediately. In this case, he is not entitled to any compensation, in particular with regard to loss of profit, nor to any claims. In the event of a dispute, a complaint by the purchaser does not entitle him to adhere to the provisions of the contract.
8 Composites
The document "Additional Information on Albond 9000 Offers" is an integral part of the General Terms and Conditions of Metallica Ltd.
9 Reservation of ownership
I. The supplier retains ownership of the entire delivery until full payment has been received in accordance with the contract.
II. Our ownership also extends to new products manufactured by processing the reserved goods. In the event of processing, combining or mixing with products not belonging to us, we shall acquire joint ownership in the proportion of the invoice value of our reserved goods to the materials used in the new product.
III. By concluding the contract, the purchaser authorizes us to take all legal measures required to secure the reservation of title, in particular the entry of the reservation of title in public books and registers, at the purchaser's expense; the purchaser shall support us in all measures to secure our title.
IV. During the period of retention of title, the Purchaser shall maintain the delivery and insure it in favour of the Supplier against theft, breakage, fire, water and other risks at his own expense; he shall take all measures to prevent any infringement of the Supplier's property rights.
V. Unless otherwise agreed, the press tools shall remain the property of the Supplier even if the Purchaser has borne all or part of the design and manufacturing costs.
10 Technical specifications, standards
All technical data and properties of the individual products in our sales documentation and stock lists are indicative values and not considered as guarantees. We reserve the right to make changes at any time, especially in the dimensional program. Guarantees for specific characteristics or properties or the suitability of the products for a particular purpose require a special written agreement from the supplier. Insofar as applicable, the usual standards (e.g. ISO, CEN, DIN, VSM, SIA, etc.) are valid with regard to the quality of the goods, dimensional and quantity tolerances, etc. Specific conditions of the manufacturing plant remain reserved.
If nothing is specified, the current specifications and standards are considered accepted by the buyer.
It is important to note that most standards are applicable to unprocessed products and within a time limit! All controls, measurements or analyses carried out on a product having undergone a transformation (cutting, machining or other treatment) are considered as invalid, moreover no return can be accepted.
The supplier's analyses and methods shall be considered decisive; if their correctness is disputed, an arbitral analysis by a commonly defined body may be carried out, at the buyer's expense.
The guidelines of the CSFF are an integral part of our general terms and conditions, unless otherwise specified in this or a contractual document.
11 Delivery quantity tolerances
The quantities indicated on our offers are theoretical values. Variations between the theoretical and actual values may occur. For some products (composites, profiles according to drawings, etc.) quantity tolerances are stipulated.
Quantities and weights stated in quotations and order confirmations are always to be regarded as approximate. Quantity deviations for deliveries from our stock and per position are defined as permissible according to the following rule:
| WEIGHT | ALUMINIUM | HEAVY METALS | STAINLESS STEELS |
| From 3'000 Kg | + / - 5% | + / - 10% | + / - 10% |
| From 500 to 2'999 Kg | + / - 10% | + / - 10% | + / - 10% |
| From 250 to 499 Kg | + / - 15% | + / - 20% | + / - 10% |
| From 100 to 249 Kg | + / - 20% | + / - 20% | + / - 10% |
| Less than 100 Kg | + / - 25% | + / - 25% | + / - 10% |
These tolerances apply to the unit chosen for an order (number of pieces, sales units, meters or kilograms).
For factory orders, the quantity tolerances are defined by the factory and can vary significantly. These tolerances are to be requested by the buyer for each project.
If nothing is specified, the factory's quantity tolerance is considered accepted by the buyer.
If specific tolerances are to be observed, this must be specified by the purchaser at the latest at the time of ordering, and the purchaser must ask for information on any relative surcharge and feasibility.
12 General limit of liability
The Supplier shall only be liable for breach of contractual and extra-contractual obligations, in particular due to impossibility, delay, fault in the preparation of the contract and unlawful act, also for its executives and other auxiliary persons, in cases of intent and gross negligence, limited to the foreseeable, typical contractual damage at the time of conclusion of the contract. Furthermore, liability is excluded for damages due to a defect or the consequences of a defect.
These limitations do not apply in the case of violation of important contractual obligations, insofar as the achievement of the contractual purpose is endangered, in the case of damage resulting from negligence with endangerment of life, body and health; they also do not apply if the supplier has assumed the guarantee for the quality of the object sold, as well as in cases of compulsory liability in accordance with the Product Liability Act.
13 Claims
All complaints (price, weight, number of pieces or condition of the goods) can only be considered if they are communicated in writing to the seller within 10 days of receipt of the goods. The customer has to check the material upon receipt, in case of damage due to handling, he has to indicate it on the delivery note that he gives to the driver with his signature. If the customer does not mention these damages, the delivery is considered as conform and no complaint will be taken into account for a problem of handling or packaging.
All other claims of the buyer are without object. In this case, the purchaser is not entitled to any compensation, in particular with regard to loss of profit. In case of dispute, a complaint does not entitle the purchaser not to comply with the terms of the contract. Also excluded are any claims for costs incurred directly or indirectly by the purchaser in connection with the receipt, use or manufacture of the disputed goods. A complaint does not entitle the purchaser to withhold payment for the disputed delivery in accordance with the contract. Complaints concerning the price will be considered if the complaint is made within 10 days after the date of the invoice.
14 Patents and designs
The Supplier shall not be liable if the material ordered by the Purchaser infringes patent, design or other industrial property rights due to its nature, quality, processing or use. The purchaser shall be solely responsible for this; neither the offer nor the delivery of the material shall give rise to any liability on the part of the supplier.
15 Place of performance, jurisdiction, applicable law
I. The place of performance and jurisdiction is the registered office of the supplier. However, we shall also be entitled to assert our claims at the general place of jurisdiction of the ordering party.
II. Swiss substantive law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. In addition, the INCOTERMS of the International Chamber of Commerce in Paris shall apply in their current version.
metallica Sàrl / DG / PHR / 26.07.2022
Version 1.5