General terms and conditions of business
1. General
a) The quotations, deliveries and services of Ampack AG are provided exclusively on the basis of these Terms and Conditions of Business. It will be assumed that these Terms and Conditions of Business have been accepted when an order is placed. Any deviating Terms and Conditions imposed by the customer will be rejected, unless otherwise agreed in writing. Ampack AG’s General Terms and Conditions of Business apply to dealers and other customers who are not tradespeople.
b) Written confirmation will be required in each case for any deletion or revision to the General Terms and Conditions of Business.
c) Verbal assurances from Ampack AG will only become valid when they are confirmed in writing and undersigned.
d) Quotations are non-binding and subject to confirmation. The contract between Ampack AG and the customer only comes into force when the order is accepted by Ampack AG. Ampack AG will either accept the order by issuing an order confirmation or by delivering the ordered goods.
2. Designs and technical documents
Brochures and catalogues are non-binding. Information given in designs and technical documents are only binding if they have been expressly guaranteed. Ampack AG retains all rights to the designs and technical documents it has provided. If no order is awarded, the designs relating to the quotation must be returned to Ampack AG immediately.
3. Prices
a) The prices are quoted net, in Euro, ex-works, unpacked, excluding Value added Tax (VAT) and other duties, unless otherwise agreed in writing. Packaging, freight, carriage and any further costs will be invoiced separately.
4. Payment terms
a) The purchase price must be paid net uppon separate agreement.
b) The agreed payment dates must be met by the customer, even if transport, delivery, installation or acceptance has been delayed or prevented for reasons that are not the responsibility of Ampack AG, or if unimportant parts are missing, or if it becomes clear that additional work is necessary, as long as this does make it impossible to use the delivered goods. The customer does not have the right to unilaterally curtail, offset or hold back payments as a result of complaints, claims or un-recognised counter-claims. This also applies in particular if it becomes clear that additional work is required on the delivered goods.
c) If the customer is in arrears with an agreed payment, Ampack AG has the right to cease carrying out the contract, or to retain goods that are ready for delivery, without any restriction of its statutory rights and without the customer having the right to demand compensation.
d) If the customer does not adhere to the agreed payment dates, he must, without notice being given, pay interest from the time the payment is due, at a rate of 4% over the rate charged by the St.Gallen Cantonal Bank for 1st new mortgages on residential properties. The customer must also pay the costs of advice and collection. The right to compensation for damages is retained. In addition, Ampack AG also has the right to withdraw from contracts already confirmed, without the customer having the right to claim compensation. If the customer is longer than two weeks late with a payment or provision of an agreed security, all the remaining amount will then become payable.
5. Delivery
a) Delivery will be made on the date requested by the customer whenever possible. Delivery periods and dates notified/agreed will be maintained whenever possible, but are not binding unless Ampack AG has provided assurance to the contrary in writing. Delays in delivery do not provide reasons for withdrawal or compensation for the customer.
b) The delivery period begins as soon as the contract has been concluded, the necessary technical documentation from the customer has arrived at Ampack AG, the agreed payments and securities have been provided and the necessary official permits have been awarded. The delivery period has been maintained if the goods have arrived with the customer before the end of the period. The delivery period will be extended accordingly if the delivery period is not maintained due to circumstances such as epidemics, natural events, mobilisation, war, insurrection, employment conflicts, boycotts, accidents, significant interruptions to operations or official measures. The delivery period will also be extended if the customer makes changes to the order after it has been awarded, or is late carrying out his statutory obligations, particularly if he does not deliver the necessary documents in good time, does not provide the agreed payments or securities or is late carrying out work that he must undertake.
c) If there is a delay in acceptance, the customer has a duty to compensate Ampack AG for any resulting damages. In such cases, Ampack AG has the right to deposit the purchased item at the cost and risk of the customer or to withdraw from the contract, with compensation from the customer for the damages thus suffered by Ampack AG. In particular, delay in acceptance applies if the customer unlawfully refuses to accept the purchased item because of delays in delivery.
6. Packaging
The packaging will not be taken back.
7. Unpaid advice
Any unpaid technical advice is provided to the best of our knowledge, but excludes any pre-contract or contractual obligations. Ampack AG does not accept any responsibility for this advice, particularly for the correctness of the content of the advice.
8. Transfer of risk and insurance
The risk is transferred to the customer at the time of delivery at the latest. This also applies in the case of partial deliveries, or if Ampack AG has taken responsibility for other costs, e.g. despatch costs, or carriage and installation.
9. Place of fulfilment
The place of fulfilment for all the contractual services is Rorschach/Switzerland, unless otherwise agreed.
10. Acceptance
The customer must check the goods and the associated delivery papers immediately upon receipt. Any claims regarding uncorrected defects (differences of quantity/damage) will only be accepted within 24 hours, or within 6 days in the case of hidden defects.
11. Claims for defects/Guarantee
a) The guarantee period lasts for 6 months from delivery to the customer. The guarantee from Ampack AG depends on the fulfilment by the customer of the agreed payment conditions by the agreed times.
b) Ampack AG has a duty to correct or replace, at its own decision and as quickly as possible, the delivery or any part of the delivery that is proven to be damaged or unusable as a result of defective material or implementation, at the written request of the customer. The right to cancellation or reduction of the sale is excluded. If a delivery is still affected by defects, despite replacement delivery or corrective work, Ampack AG can withdraw the defective delivery and repay the payments received. Material that has been replaced will remain the property of Ampack AG. The guarantee period (Clause 11 above) will not be extended as a result of individual correction work or replacement deliveries.
c) The guarantee and liability provisions exclude damages that can not be proved to be the result of poor material from Ampack AG or defective workmanship, but might for example be the result of normal wear and tear, defective maintenance, neglect of the instructions for use, excessive stress, unsuitable operational methods, construction or installation work not carried out by Ampack AG or other reasons for which Ampack AG is not responsible.
d) The only guaranteed characteristics are those specified as such in the specifications.
12. Consequential damages
The entitlements of the customer to the guarantee and liability provisions are definitively regulated by these Terms and Conditions. Subject to the obligatory statutory provisions, the customer has no contractual or non-contractual entitlements to compensation for damages such as loss of production, loss of benefits, loss of contracts, loss of earnings or other direct or indirect damages.
13. Retention of ownership
a) The purchased goods will remain the property of Ampack AG until full payment of the purchase price, including interest and any other costs has been made, and Ampack AG will be empowered by the customer to register retention of ownership in accordance with Art. 715 ZGB (the Swiss Civil Code).
b) The customer may not sell or pledge, lend or hire out the purchased goods until full payment of the purchase price, including interest and any other costs has been made. In addition, the customer has a duty not to remove the purchase goods from his warehouse and/or his national territory without the express written permission of Ampack AG. If any pledge, retention or arrest should occur, the customer must refer to the retention of the right of ownership and advise Ampack AG immediately.
c) The customer has a duty to collaborate at his own cost with any necessary measures to protect the property of Ampack AG.
d) During the period of retention of ownership, Ampack AG has the right to conclude an insurance policy for its own benefit, at the cost of the customer, to cover all the risks that come into consideration.
14. Declaration of consent under data protection law
Ampack AG processes data on the customer (incl. company name, address, personal details of the contacts within the company and other business-related data) and data on the customer’s activities (incl. orders and complaints) in the context of the business relationship and for marketing purposes. Data processing includes the collection, storage, use, transmission, disclosure and deletion of data. These are performed with all due care and in accordance with Swiss data protection rules. By placing an order, the customer agrees that the customer data obtained by Ampack AG may be used directly and/or indirectly in the context of the business relationship and for marketing purposes, and may be transmitted and disclosed to business partners of Ampack AG (e.g. suppliers) for the same purposes. The customer expressly agrees that the data will also be transmitted to and processed in countries where laws regarding the processing of personal information may be less stringent than those of Switzerland. The customer’s consent is given voluntarily and the customer has the right to revoke the consent to receive advertising at any time. The remaining data is required to be processed for business purposes within the context of the business relationship (including disclosure to third parties).
15. Place of jurisdiction / Applicable law
a) The sole place of jurisdiction for any disputes arising from the relationship between the relevant parties is Rorschach/Switzerland. At its own wish, Ampack AG is also entitled to lodge claims against the customer at the customer’s headquarters.
b) The legal relationship is subject to Swiss law. The validity of the United Nations Convention on Contracts for the International Sale of Goods dated 1st April 1980 (the Vienna Sale of Goods law) is excluded. In the event of any matter of interpretation or any other disagreement, the German language version of these Terms and Conditions are definitive.