General terms and conditions
IMPAG’s quotations are made without engagement. Unless specified to the contrary in individual agreements, individual terms of delivery or the following General Terms of Sale and Delivery, the provisions of the Swiss Code of Obligations (Obligationsrecht) shall apply. The United Nations Convention on Contracts for the International Sale of Goods is excluded. By ordering and accepting the goods, the buyer declares himself/herself to be in agreement with the provisions set out below. Any different terms applied by the buyer shall only be valid with the express written consent of IMPAG. General Terms and Conditions (GTCs) submitted by the buyer in orders and order confirmations are expressly deemed not to be authorised by IMPAG. In the event of provisions in IMPAG’s GTCs and the buyer’s GTCs clashing, this shall not prevent the contractual relationship from being valid.
2. Deliveries/Place of Fulfilment
If ICC INCOTERMS are applied, the official rules of application of the ICC (International Chamber of Commerce) at the time in question shall count as an integral part of the contractual relationship. Unless agreed otherwise, or specified otherwise in individual provisions, IMPAG shall determine the mode of dispatch and forwarding, and the goods shall be transported at the buyer’s cost and risk even if they are dispatched carriage paid. IMPAG shall not be liable for the actions and omissions of the forwarding agent or his employees or sub-agents, or for any resultant damage to the goods or otherwise that is suffered by the buyer. Unless agreed otherwise, or specified otherwise in individual provisions, Zurich shall be the place of fulfilment.
The agreed prices are based on the price quotations, the currency ratios, the freight, duty and insurance rates and the import, export, transit and other levies in force at the time the transaction is concluded. IMPAG thus expressly retains the right to charge the supplier for any subsequent changes in the above rates and levies. In the case of shipments which are to be transported on the Rhine , transport is subject to the Rhine being open for shipping; low water, flooding and ice surcharges shall be borne by the buyer.
4. Obligation to take delivery/Default of acceptance
The buyer shall be obliged to accept the delivery made in accordance with the contract, and also a partial delivery. The buyer shall only be entitled to refuse to accept the delivery in the event of serious shortcomings. In the event of default in accepting the delivery, the risk shall pass to the buyer at all events. IMPAG may choose either to make a further delivery or to cancel the delivery. At all events, IMPAG shall retain the right to payment of the purchase price.
In the event of defective delivery, the buyer shall be entitled to the rectification of the defects or to another delivery. Cancellation and a reduction in the purchase price are excluded. Any further-reaching guarantee obligations, and, in particular, liability for further damage, are excluded insofar as permitted by law.
6. Duty of inspection and notification, objections and statute of limitations
The buyer shall inspect the goods immediately upon receipt. Any objections must be raised without delay. If the buyer is prevented from raising an objection immediately through no fault of his/her own, the objection must be raised within a period of eight days of receipt of the goods. Objections must be submitted in writing and must list the claimed shortcomings in detail. Unless agreed otherwise, or specified otherwise in individual provisions, claims under guarantee are limited to six months following receipt of the goods.
7. Customs regulations
In terms of their use and resale, products on which duty is paid at a low rate in the case of goods subject to different levels of customs duty as a function of their use (“Revers-Ware”) are governed by the regulations of the Swiss Federal Directorate of Customs in force at the time of delivery. The buyer shall be liable for all consequences of any breach of these regulations once he/she is in possession of the goods.
If, after a sale has been completed, IMPAG learns that the buyer has payment and liquidity problems, IMPAG shall be entitled to request a guarantee of the purchase price (payment guarantee/advance payment, or similar). This also applies before a delivery has been made.
IMPAG additionally reserves the right to withdraw from the contract if the buyer is in arrears with payment. This shall also apply after a delivery has been made.
Interest on arrears is due on the overdue purchase price even without a reminder being sent. This shall be charged at the standard bank interest rate for uncovered current-account overdrafts and shall be at least at 5% per annum.
9. Reservation of ownership
IMPAG shall retain ownership of the delivery until the purchase price has been paid in full. IMPAG shall be entitled to have the reservation of ownership entered into the Reservation of Ownership Register at the buyer’s headquarters. In so far as legally permitted, this reservation of ownership shall also apply to products that have been further processed.
10. Applicable law / Place of jurisdiction
Swiss law shall apply. Any disputes shall be settled by the courts of Zurich.