All relations between Telion NV ("Telion") and each Buyer concerning the manufacture, purchase and delivery of goods are governed exclusively by the individual agreement between the parties and by these general terms and conditions, which in all cases take precedence over any general terms and conditions of sale or agreement of the Buyer.
Telion reserves the right to amend these general terms and conditions at any time; the current version of the general terms and conditions can be found on the Telion website.
The prices offered or confirmed by Telion are net prices, excluding VAT and packaging, ex works. Telion expressly reserves the right to increase the offered or confirmed prices accordingly if the costs for the production of the goods or for the purchase of the goods from third parties have increased since the offer was made or the order was confirmed until the delivery of the goods (this also applies to cost increases due to changes in exchange rates).
In some cases, Telion provides the trade with non-binding price recommendations (PRN) as an aid. However, the buyer will in all cases determine his resale prices at his own discretion.
3. Terms of payment
The total amount of the invoice must be paid without any deductions, discounts, rebates, etc. within 30 days of the issue of the invoice. The withholding of payments by the Buyer on account of or set-off against any counterclaims is excluded without the written consent of Telion.
4) Delivery periods
Delivery periods or dates agreed by the parties do not constitute due dates or fixed dates. It is not the contractual will of the parties that Telion should only deliver until the agreed date or until the end of the agreed period.
Delivery periods will be appropriately extended if unforeseen obstacles occur at Telion, at the Customer or at third parties, such as natural events, epidemics, disruptions in the company, labour disputes, breakdowns in production facilities, late or defective deliveries by third parties, the adoption or non-adoption of administrative measures. Such unforeseen obstacles are also not attributable to Telion if they occur during an actual delivery delay.
If the Buyer does not fulfil his obligations towards Telion or does not fulfil them in time, Telion may suspend the delivery of the goods until the Buyer fulfils his obligations in accordance with the contract.
5) Place of performance/delivery
The delivery of the goods by Telion is deemed to have taken place when the goods are ready for collection at Telion's premises or at the premises designated by Telion. The risk of shipment and transport shall in any case be borne by the Customer, even if delivery of the goods free of charge or carriage paid has been agreed.
In the event of shipping or transport damage, the buyer must immediately have the shipping or transport company draw up a report, even if the packaging of the goods shows no external damage. Claims for damages must be addressed to the shipping or transport company without delay and Telion must be informed thereof.
6. Delivery restrictions
Legally valid delivery restrictions which Telion has entered into with its manufacturers are passed on to the purchaser of the goods and must be complied with by him. Exports of branded goods are only permitted in compliance with the rights of the relevant brand owner. If the goods are passed on by the purchaser to a third party, such a delivery restriction must also be imposed on this third party.
Telion guarantees that the products are free of damage at the time of delivery to the Customer, that they function in accordance with the technical specifications and that they remain so for a period of 12 months. The material warranty does not apply if the customer does not install the object of purchase in a professional manner and in accordance with the specifications, if he modifies it or if he uses it in a manner that is not in accordance with its intended purpose.
The products must be inspected by the customer immediately after delivery to ensure that they are complete and free of defects. Defects discovered on delivery or occurring during the warranty period must be reported to Telion immediately in writing. In the event of a breach of the obligation to inspect and/or complain, Telion's warranty obligation will lapse.
Products reported as defective must be sent to Telion carriage paid on first request. Telion's warranty obligation is limited to the repair or replacement of a defective product. Any other obligation is expressly excluded, in particular liability for consequential damage caused by a defect, to the extent permitted by law.
8. Technical data
Telion expressly draws the attention of the customer to the fact that the use of the delivered goods must comply with the technical safety regulations applicable in Switzerland, which the customer must inform himself about.
9. Reservation of title
Telion reserves ownership of the delivered goods until all payments arising from the contract have been received. The Customer is obliged to inform Telion of the location of the goods and of any relocation of the goods. Telion is entitled to enter the reservation of ownership in the relevant register at the Buyer's expense, insofar as this is provided for by the law of the place where the goods are located. The Customer hereby authorises Telion to carry out other formalities on his behalf that are necessary at the location of the item to substantiate the retention of title.
In the event of behaviour of the Customer contrary to the contract, in particular in the event of default in payment, Telion is entitled to take back the goods after notice of default and appropriate warning and the Customer is obliged to return them.
10) Changes/additions/partial invalidity
Amendments or supplements to the individual contract between Telion and each Customer and to these General Terms and Conditions must be in writing in order to be valid.
If a provision of an individual agreement or of these General Terms and Conditions is invalid or ineffective, it must be replaced by a valid provision that comes as close as possible to its legal or economic purpose. The validity of the remaining provisions of the individual contract or of these general terms and conditions shall remain unaffected.
11) Place of jurisdiction/applicable law
For all disputes arising from or in connection with an individual contract between Telion and the Customer or in connection with these General Terms and Conditions, the exclusive place of jurisdiction is Zurich, to the exclusion of all other places of jurisdiction.
Telion and the Customer submit their legal relationship to Swiss law (with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods, Vienna Convention).
Telion AG, Schlieren, 01.07.2012