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i-forward GmbH  General Terms and Conditions

Valid as of August 2006
 

1. General / scope of application

These General Terms and Conditions are a component of each contract concluded between i-forward GmbH (henceforth termed “i-forward”) and its customers or suppliers. Deviating customer or supplier conditions will not be applicable unless they have been expressly recognised as a contract component by i-forward in writing. All supplemental agreements, assurances or changes to these General Terms and Conditions must be made in writing. The General Terms and Conditions which are applicable at the time the contract is concluded will apply.
 


2. Contract conclusion

All information in i-forward offers and price lists are non-binding and subject to change. A contract with a customer or a supplier does not become valid until an order has been confirmed by i-forward in writing or has been placed. The relevant point in time is the date on which the written confirmation or order has been sent by i-forward.

3. Place of performance / transfer of risk and benefit

The place of performance for deliveries by i-forward from their domicile in Schlieren, Switzerland, is the domicile of i-forward. The place of performance for direct deliveries from the site of a third party (e.g. of the manufacturer) is the third party’s site. For all deliveries by i-forward, even in application of deviating Incoterms, benefit and risk will be transferred to the customer upon loading goods for transport – regardless of whether the transport is being carried out by i-forward, the customer or a third party. The place of performance for deliveries to i-forward is the point of destination. Benefit and risk will not be transferred to i-forward until the goods have been delivered to the point of destination and have been successfully accepted. Suppliers may carry out neither partial nor full deliveries without written consent from i-forward. The place of performance for all payments to or by i-forward is i-forward’s domicile in Schlieren ZH, Switzerland.

4. Transport / insurance / packaging

The costs for transporting goods will be covered by i-forward’s customer unless another agreement has been made in writing. In any case, the goods will be transported at customer’s risk. Transport insurance and costs are also customer’s concerns unless otherwise specifically arranged in writing. Customer will also cover packaging costs. I-forward will not take back packaging material. I-forward will cover the costs for delivering goods to i-forward unless another agreement has been made in writing. Supplier must show these costs separately in their offer. Supplier will insure the delivery’s transport. The costs for insurance of this kind are considered to be included in the price of the goods; otherwise, they must also be shown separately in the supplier’s offer. For deliveries to i-forward, the packaging costs are also considered to be included in the price for the goods.

5. Delivery timeframes and dates

Delivery timeframes and dates agreed to by i-forward with a customer are only approximately applicable unless another agreement has been made in writing: The delivery timeframe will begin upon concluding the contract, although no earlier than when all information and documents required from customer arrive. Delivery delays for which i-forward is not responsible, such as war, labour conflicts, plant shutdowns, manufacturing limitations, damage to manufacturing equipment, accidents, non-delivery or delay of delivery from suppliers, measures or orders from agencies, operational or traffic disruptions or delayed direct deliveries by manufacturers will not give customers a right to claim damage compensation or contract withdrawal. If the circumstances leading to the delivery delays cannot be rectified within a useful timeframe or if customer enters into default on contractual obligations, then i-forward reserves the right to withdraw from the contract via corresponding notification. Delivery to the customer can only be guaranteed to customer within the scope of production capacity; no liability will be assumed for continuous delivery. After the recall period has passed, i-forward will have the right to request immediate contract fulfilment. Customer must use a service which has been paid for in advance during the negotiated contract term. Unless another agreement is made in writing, customer will not receive from i-forward any credit or reimbursement for unused services. The delivery timeframes and dates agreed to by i-forward with its suppliers are binding. They will be considered to be complied with if the goods arrive to the destination address before the timeframe and/or date pass(es). i-forward will have the right to waive service fulfilment and withdraw from the contract in the event that a supplier does not comply with a contractual delivery timeframe or date. All rights reserved to legal claims for damage compensation. If supplier requires expedient transport due to a late shipment of a delivery, then supplier will cover the additional freight costs. Additional costs for non-requested rush shipments will also be charged to the supplier. If a supplier delivery arrives earlier than negotiated, then i-forward reserves the right to not settle the respective invoice until the negotiated delivery time.

6. Warranty

i-forward guarantees to customer only those specifications which have been confirmed in writing and are within standard norms. Standard commercial minimal deviations in quality, weight, dimension, thickness, width, finish, markings and colour will not apply as defects and the properties of submitted samples will not be considered to be assured if the delivered goods are sufficient for the intended use. Factory certificates are subject to the standard deviations in the production country with regard to dimensional tolerances. When performing services, i-forward guarantees to customers that the results achieved at the time of acceptance will correspond to the fulfilment criteria specified in the contract. In the event of pure consulting services, i-forward provides no warranty. These warranties provided by i-forward are conclusive and replace all other warranty terms and conditions, regardless of whether they are expressly or implicitly valid. Supplier must check the quantity and quality of each delivery before shipping goods. Supplier assumes a warranty to i-forward for contract-compliant delivery of goods which are free of legal and physical defects in a flawless condition and which have been of produced using flawless raw materials appropriate for the intended usage. This particularly includes compliance with agency stipulations and legal requirements to which the manufacturer and the country of destination are subject.  


7. Checking goods and acceptance of services / complaints

i-forward customers must check goods and services supplied by i-forward for contractual acceptance immediately after being delivered or performed. Transport damages must be communicated to the transport company immediately in writing. Recognisable defects must be reported to i-forward in writing, although no later than within 8 days of receiving goods or accepting a service. If the customer does not submit a complaint complying with timeframe and form requirements, then the good or service will be considered to be approved. Warranty claims due to defects in goods or services provided will expire in any case at the latest one year after acceptance or one year after the good was loaded for transport to the customer, or, if i-forward performed the installation and/or start-up, one year after installation or successful start-up was concluded. i-forward warranty claims to suppliers based on defects in goods will expire in any case no earlier than two years after i-forward receives and accepts the good.

8. Liability

For defects which are well founded and submitted compliant to form and timeframe requirements before expiring, i-forward has the option of choosing between reworking, replacing the delivered good, reimbursing the purchase price or compensation for reduced value. In the last option, the portion of reduced value will not be compensated which is only incurred with the concrete intended use and not any other use, even if i-forward was informed of the concrete intended use. If i-forward chooses a replacement delivery or reimbursement of the purchase price, then i-forward will have the right but not the obligation to take back the defective good. i-forward’s liability does not cover damages resulting from improper customer storage, natural wear, deficient maintenance by customer or a third party, disregard of operating instructions, overuse, inappropriate operating materials, chemical or electrolytic influence, deficient installation and set-up work not performed by i-forward, and other grounds for which i-forward is not responsible. This liability also does not cover defects caused by customer’s design specifications or customer’s specification to use a certain material. Additionally, i-forward’s liability will expire when a customer makes changes or repairs to a good or when customer sells a good to a third party. i-forward’s contractual and non-contractual liability for all further damages, particularly, but not limited to, consequential damages from defects, direct and indirect damages, lost profit, etc., is fully excluded. i-forward reserves the right to all legal warranty and damage compensation claims from its suppliers, namely those for reduction, abatement, rework or replacement delivery and damage compensation. Additionally, i-forward reserves the right to withhold payment to suppliers until, if i-forward is requesting replacement, supplier has fulfilled their obligation to supply flawless replacement goods or the circumstances regarding reduction, abatement and damage compensation have been clarified.

9. Prices / payment terms and conditions

i-forward customers will fundamentally be charged the price applicable at the time of delivery; for engineering, installation, set-up and maintenance, the rate valid at the time the order is executed will be applied. i-forward reserves the right to make changes to printed price lists and catalogues at any time without prior announcement. Orders with a merchandise value of less than CHF 50.00 may be subject to a fair low-volume surcharge. Unless another agreement is made in writing, the prices agreed to between i-forward and its customers are indicated in Swiss franks, net, excluding VAT, packaging, transport, insurance and other fees such as customs duties, etc. The price for i-forward delivering goods and performing services must be paid by customers to i-forward within the payment timeframe indicated on the invoice, counting from the invoice date. Non-payment before the payment timeframe has passed will trigger default without warning. The default interest rate will be at least 5%, subject to a higher interest rate pursuant to Art 104 para. 3 OR. Unless another agreement is made in writing, the prices agreed to between i-forward and their suppliers are fixed prices in Swiss franks, net, excluding VAT and other fees such as customs duties, but including packaging, transport and insurance. Price changes and related provisos will only be binding when and if recognised by i-forward expressly and in writing. i-forward’s payments for delivered goods are made independently of a check on the goods, generally upon arrival at the point of destination. i-forward’s payments or partial payments therefore do not constitute recognition of quantity, price or quality. i-forward’s rights regarding these matters therefore remain fully intact even after the goods have been paid. Neither i-forward customers nor suppliers are permitted to offset payments to be received from i-forward against counterclaims.

10. Withdrawal

Payment default and changes in the customer’s circumstances which endanger payment of goods or services will give i-forward the right to withdraw from the contract at any time and to retain goods or to request goods be returned by customer or to not perform the service. The right to claim damage compensation is expressly reserved.
 

11. Re-sale

Goods delivered by i-forward may not be exported outside the original country of destination. In the event of non-compliance with this prohibition, i-forward refuses to assume any and all responsibility and liability. In the event of infringement, i-forward will have the right to withdraw from ongoing orders from the respective customer without warning or setting a timeframe and without any obligation to provide damage compensation.
 

12. Reservation of property rights

Products delivered by i-forward remain – while within customer’s sphere of influence - i-forward’s property until i-forward has received the full purchase price in a contractually compliant manner. Until that point in time, i-forward has the right to register the reservation of property rights in the reservation of property rights register pursuant to Art. 715 ZGB at the corresponding customer domicile. Customer agrees to immediately provide written consent to registering a reservation of property rights in all points relevant for registration (see Art. 4 para. 4 of the ordinance from the Swiss Federal Supreme Court).
For the duration of time in which the purchase price has not been paid in full, customer must maintain the condition of products delivered by i-forward, handle them with care and insure them against all standard risks.

13. Product liability

Suppliers will indemnify i-forward in full for all claims and compensate i-forward for all damages covered under the product liability in connection with the goods they deliver. i-forward agrees to inform supplier of such claims immediately. i-forward reserves the right to make claims to a supplier even after any potential timeframes from respective product liability legislation have passed.

14. Copyright

The copyright on all documents, such as plans, diagrams, calculations, etc., which i-forward has passed on to a customer or supplier will remain i-forward’s. A customer or supplier will use such documents and all further information exclusively in compliance with the objective agreed to with i-forward. Without prior written consent from i-forward, supplier will not have the right to produce or offer these kinds of documents and information, products or services for third parties, nor to copy or duplicate these kinds of documents; nor to inform third parties of these kinds of documents in any manner who have not been contracted by supplier directly for executing work in association with i-forward’s order.

15. Applicable law

The legal relationships with customers or suppliers on the one side and i-forward on the other side are in any case subject to Swiss law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) will not be applied.
 

16. Jurisdiction

The courts responsible for i-forward’s domicile (Schlieren, Switzerland) will have factual jurisdiction. However, i-forward will have the right to prosecute customers or suppliers at their own domicile as well.