1. General
| 1.1 | All deliveries of goods and other services (hereinafter referred to as "Products") of LOG Produktions AG and Lista Office Vertriebs AG , Alfred Lienhard Strasse 2, 9113 Degersheim, Switzerland (hereinafter referred to as "LO" or "Supplier") and all contractual relationships with LO shall be governed exclusively by these General Terms and Conditions of Contract (hereinafter referred to as "GTCS"). |
| 1.2 | They shall become an integral part of the purchase contract by communicating the GTCS or a hyperlink enabling access to the GTCS to the customer, either with the delivery of the offer or the order confirmation. Any provisions or general terms and conditions of the customer or of third parties (hereinafter referred to as "Customer(s)") which conflict with the GTCS shall not be binding, even if they form the basis of the Customer's order and the Supplier has not expressly objected to their content. |
| 1.3 | These GTCS shall also apply exclusively if the Supplier provides its services without reservation after becoming aware of deviating provisions or general terms and conditions. Deviations from these GTCS in individual cases can only be validly agreed on in LO’s order confirmation or in an express written agreement between LO and the Customer. |
2. Offer, offer documents and drawings
| 2.1 | Offers, including all information provided by LO therein or in accompanying documents, are not binding on LO and do not constitute an application in the legal sense unless LO expressly and in writing declares offers to be binding. |
| 2.2 | Information, technical data and performance descriptions contained in documents of LO are to be understood as approximate values only, unless they are expressly designated as binding in writing. |
| 2.3 | All documents, drawings and plans provided to the Customer in the run-up to the conclusion of the contract or in the course of the performance of the contract shall remain the intellectual property of LO and may not be reproduced, otherwise exploited or made available to third parties without the express written consent of LO. |
3. Conclusion of contract
| 3.1 | The contract between LO and the Customer shall be concluded by delivery of the order confirmation by LO to the Customer (by post or e-mail) after receipt of the Customer's order or by the signing a separate written contract by both LO and the Customer. The content of the contract is conclusively determined by the content of the order confirmation or the written contract including these GTCS. |
| 3.2 | Changes to the products after conclusion of the contract at the request of the Customer can only be validly agreed on by an explicit agreement in writing in which the subject of the changes and their effects are specified (namely additional or reduced costs and, if applicable, delivery dates). |
| 3.3 | Additional costs due to changes to the Products after conclusion of the contract shall be borne by the Customer and shall be calculated in accordance with the then applicable rates of LO. |
4. Delivery
| 4.1 | The delivery period begins with the latest of the following points in time: a) Date as specified in order confirmation or date of order confirmation; b) Date of fulfilment of all technical, commercial or other requirements incumbent on the Customer; c) Date on which the Supplier receives a deposit or security to be provided prior to delivery. |
| 4.2 | The delivery period shall be deemed to have been met if notification of readiness for dispatch has been given at the latest at the expiry date of the delivery period. The day on which the Products are made available for transport ex works by the Supplier and are collected by the Customer shall be deemed to be the time of delivery and transfer of risk ("Delivery"). However, if collection is delayed for reasons attributable to the Customer, the time of delivery and transfer of risk shall be deemed to be the time of notification of readiness for dispatch. LO accepts no liability for transport damage. |
| 4.3 | The delivery period shall be extended reasonably: a) If the Customer fails to fulfil his duties to cooperate vis-à-vis LO or subsequently requests changes to the order; b) In case of a force majeure event (the term force majeure event shall be determined in accordance with clause 9 below). |
| 4.4 | LO is entitled to partial deliveries. |
| 4.5 | If the Customer prevents, postpones or rejects a delivery, he shall be liable for the additional costs resulting therefrom (e.g. the costs for storage and handling). |
5. Prices and terms of payment
| 5.1 | The prices contained in the order confirmation or any written contract signed by both parties or any amendment to such contract shall be decisive. |
| 5.2 | LO reserves the right to adjust prices appropriately if, after conclusion of the contract, cost reductions or increases occur, e.g. due to changes in prices of materials (e.g. for wood, steel, aluminium, synthetic materials). An unilateral price adjustment pursuant to this clause 5.2 by LO may only be made on the basis of changes in relevant indices, namely the index for steel prices (MEPS), for wage costs (Swiss Wage Costs Index SLI, by industry, Federal Statistical Office "FSO"), transport costs (ASTAG Transport Cost Index, ASTAG Swiss Commercial Vehicle Association) and consumer prices (Harmonised Index of Consumer Prices HICP, FSO) compared with the index levels at the time of conclusion of the contract. |
| 5.3 | Unless otherwise agreed, all prices of LO are quoted in Swiss francs (CHF), plus taxes and charges (namely VAT) at the statutory rate, ex works Supplier, Degersheim, Switzerland, (EXW (Incoterms® 2020)). |
| 5.4 | Not included in the prices are the costs for: a) Office space planning on behalf of the client; b) Transport to place of destination; c) Assembly(s). |
| 5.5 | The agreement of assembly by LO in individual cases does not include the installation of the cabling. |
| 5.6 | The purchase price is due for payment by bank transfer within 30 days as from the date of the invoice without any deductions. Deviating terms of payment agreed on in writing in individual cases remain reserved. LO may, however, also subject its services to concurrent payment or to advance payment. |
| 5.7 | The payment obligation is only fulfilled upon receipt of the payment (value date) on the bank account of LO. |
| 5.8 | Upon expiry of the payment deadline without payment, the Customer shall be in default without reminder (Reminder) and shall owe default interest of 5% p.a. from the first day of default. Upon default of payment, any rebates, discounts or other benefits shall be forfeited. Upon the occurrence of default in payment, all claims of LO against the Customer shall become immediately due for payment. This also includes deferred receivables or receivables for which payment agreements have been concluded in individual cases. |
| 5.9 | Upon the occurrence of the Customer's default in payment or the discovery of circumstances that give rise to justified doubts about the Customer's solvency or creditworthiness, even if such circumstances already existed at the time the contract was concluded but were not known to LO or did not have to be known to LO, LO has the right to (individually or cumulatively), without further ado: a) withdraw from the contract at any time and to reclaim from the Customer any services already rendered; b) waive the subsequent performance of the Customer and demand compensation for the damage resulting from the non-performance; c) demand appropriate securities from the Customer for all due claims; d) subject the performance of services to the Customer, also from other contracts and irrespective of the agreements made in this respect, to advance payment and/or make use of a reasonable extension of corresponding deadlines; e) to claim damages from the Customer. |
| 5.10 | The Customer is not entitled to withhold payments based on warranty claims or other counterclaims. The Customer is only entitled to offset counterclaims against LO with claims of LO, provided that LO has recognised such counterclaims expressly and in writing. |
6. Retention of title
| 6.1 | The delivered Products remain the property of LO until the purchase price has been paid in full (retention of title; and may not be pledged or assigned as security. LO has the right to have the retention of title entered in the retention of title register at the Customer's registered office or place of residence at its own expense. At the first request of LO and without compensation, the Customer must provide appropriate cooperation, make any necessary declarations or sign documents as necessary. Furthermore, the Customer is obliged to inform LO of any changes to the Customer's domicile without delay, at the latest within 10 days. |
| 6.2 | If a retention of title within the meaning of Art. 714 of the Swiss Civil Code cannot be validly established at the Customer's registered office or place of residence, the Supplier shall be authorised to assert or validly establish all other possible and comparable rights in relation to its invoices. |
7. Complaints and notices of defects
| 7.1 | The Customer must notify us in writing of recognisable defects immediately, at the latest 10 days after receipt of the goods, and of hidden defects immediately after their discovery. The date of receipt of the notice of defects by LO shall be decisive in each case. |
| 7.2 | At the Supplier's request, the Customer shall return the rejected Products to the Supplier at its own expense. In the event of a justified complaint, the Supplier shall reimburse the costs of the most cost-efficient transport route. If a complaint is unjustified, the Supplier shall be entitled to reimbursement of the expenses incurred by the Customer. |
| 7.3 | Failing timely notice of defects, Products shall be deemed approved and claims for defects shall be excluded. |
8. Product Warranty
| 8.1 | Upon expiry of two years, all claims of the Customer based breach of warranty of quality are prescribed (Art. 210 para. 1 CO). |
| 8.2 | The limitation period for defects begins with the Delivery of the Products (transfer of risk, see sec. 4.2). |
| 8.3 | In the event of defects that have been timely reported, LO is obliged to either rectify the defect ("rectification") or to deliver goods free of defects. All further claims by the Customer such as rescission (step-by-step reversal), reduction (price reduction) and compensation for damage to the Product and any consequential damage are excluded. |
| 8.4 | For Products rectified or replaced by the Supplier, a new two-year limitation period shall commence on the date of the replacement delivery or rectification. |
| 8.5 | In the event of customary and/or only insignificant deviation from the agreed quality of the Products or only insignificant impairment of usability, there shall be no claims for defects. The properties of any samples submitted shall not be deemed warranted in the absence of an express written assurance by the Supplier, provided that the Products delivered are fit for the intended use. The proprietary products of LO, manufactured and distributed under the brand 'LO,' may contain components that LO has refurbished or reused from returned products. These components do not have any restrictions, especially not functional or visible ones. |
| 8.6 | Replaced Products and replaced parts become the property of LO. |
| 8.7 | This warranty of quality does not cover defects in the Products that are the result of faulty assembly or commissioning by the Customer or third parties commissioned by the Customer, faulty construction work, improper handling or use, improper maintenance and natural wear and tear. The Supplier's warranty for damage during transport is also excluded. Furthermore, the Supplier shall not accept any warranty if repairs are carried out by the Customer itself or by third parties. |
| 8.8 | Excluded from the liability for defects are defects that are due to the Customer's design specifications or the Customer's specifications for the use of a certain material. Furthermore, there shall be no claims for defects if the goods are modified by third parties or by the installation of parts of foreign origin, unless the defect is not causally related to the modification or use. |
9. Force Majeure
| 9.1 | An event of force majeure shall be deemed to be an event which prevents LO from fulfilling one or more of its contractual obligations and which (i) is beyond its reasonable control, (ii) could not reasonably have been foreseen at the time of the conclusion of the contract, and (iii) the effects of which could not reasonably have been avoided. Force majeure events include (but are not limited to): War, acts of terrorism, currency and trade restrictions, sanctions, official orders, official acts, expropriation, nationalisation, pandemics, epidemics, natural disasters or extreme natural events, accidents, delayed or defective delivery of semi-finished and finished products, prolonged failure of means of transport, telecommunications, information systems, strike, lockout, etc. |
| 9.2 | In the event of an event of force majeure or other events which LO is unable to avert despite exercising due care, irrespective of whether these occur at LO or at a third party, LO shall be entitled - without prejudice to its other rights - to withdraw from the contract in whole or in part and without further ado, insofar as these events last longer than 90 days. |
| 9.3 | If the effect of the asserted impediment or event is temporary, LO shall be released from the obligation to fulfil its contractual obligations and from any liability for damages or any other remedy for breach of contract for as long as the asserted impediment prevents LO from fulfilling its contractual obligations. LO must notify the Customer as soon as the impediment no longer prevents the fulfilment of its contractual obligations. |
11. Damages
| 11.1 | LO is only liable for damages arising from the breach of contractual and non-contractual obligations: - in the event of intent or gross negligence; - in the event of negligent or intentional bodily injury; - due to mandatory legal provisions. |
| 11.2 | Any liability on the part of LO is limited at a maximum amount which corresponds to the invoice amount for the Products delivered to the Customer in the individual case. Compensation for damages shall be limited to direct, immediate damage; any liability for indirect, consequential and incidental damage of any kind or loss of profit shall be excluded to the extent permitted by law. |
13. Further provisions
| 13.1 | Legally relevant declarations and notifications by the Customer to the Supplier (e.g. setting of deadlines, notification of defects) must be made in writing; stricter statutory form requirements shall remain reserved. |
| 13.2 | LO has the right to correct obvious errors (spelling and calculation errors) on offers, quotations, order confirmations, delivery notes, invoices, etc. at any time and without further ado. |
| 13.3 | The invalidity or ineffectiveness of individual provisions of these GTCS shall not result in the invalidity or ineffectiveness of the remaining provisions of these GTCS. In place of an invalid or unenforceable provision, it shall be deemed agreed what comes closest to the meaning and purpose of the invalid or unenforceable provision in a legally effective manner. |
| 13.4 | Written declarations by LO are deemed to have been received if they are sent to the last address given by the Customer. Written declarations by the Customer are deemed to have been received if they are sent to the respective registered office of LO. |
14. Place of performance, applicable law and place of jurisdiction
| 14.1 | The place of performance for deliveries, payments and all obligations shall be the registered office of LO in Degersheim/SG. |
| 14.2 | All legal relationships between LO and the Customer shall be exclusively governed by Swiss substantive law, excluding the conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). |
| 14.3 | The ordinary courts at the registered office of LO in Degersheim/SG shall have exclusive jurisdiction for disputes arising out of or in connection with legal relationships between LO and the Customer. LO is, however, entitled to take legal action against the Customer before the courts at the Customer's registered office or place of residence. |