GINOX SA GENERAL CONDITIONS OF SALE AND DELIVERY

1. Scope of Application

These conditions of sale and delivery are an integral part of offers or confirmations of orders. Any arrangements, additional or otherwise, will only be accepted on condition that they are expressly specified in the order confirmation or confirmed in writing by GINOX SA.

2. Offers and Acceptance of Orders

Documents regarding offers, such as drawings, plans, sketches, etc., remain the exclusive property of GINOX SA. They are not accessible to third parties without prior written approval. Offers are not binding on GINOX SA. The order is only valid once the offer is approved by the buyer and after written confirmation is issued by GINOX SA. The written order confirmation by GINOX SA will prevail for the volume and execution of delivery.

3. Price

Prices are net, in Swiss Francs, excluding taxes, for delivery in Switzerland, including packaging, ex works. For deliveries abroad, an increase in transport costs will be calculated according to the place of destination. Not included in the price are insurance, value added taxes, assembly, installation, entry into service and any other additional service desired by the buyer.

Prices confirmed by GINOX SA remain valid until the delivery time is confirmed, but no later than three months from the date of receipt of the order, after which the daily prices in force will be applied, unless a special adjustment has been agreed upon, for example a price adjustment formula.

In principle, GINOX SA does not accept any returned goods. In exceptional cases and by mutual agreement, GINOX SA may issue credit notes for deduction of an amount agreed upon between the parties.

Return shipments must be agreed upon in advance with GINOX SA and cannot be made without the consent of GINOX SA. In this case, transport costs and insurance are the buyer's responsibility.

GINOX SA reserves the right to change the prices shown at any time and without notice. GINOX SA will inform the buyer of any price changes as soon as possible.

4. Payment Terms

  • Up to CHF 5,000: 30 days net from the date of invoice
  • Over CHF 5,000:
    •          1/3 at the time of order, 10 days net from the date of invoice
    •          1/3 when the goods are ready to be shipped
    •          1/3 30 days from delivery.

The buyer is required to make payments using the bank details shown by GINOX SA, without deduction of cash discounts, fees, taxes and charges of any kind whatsoever. Other payment terms are reached in special cases.

In the event of late payment, GINOX SA reserves the right to immediately suspend scheduled deliveries and is entitled to charge late payment interest of 8% per annum and formal notice fees of CHF 100, in addition to compensation. A declaration of defects does not release the buyer from its obligation to respect the payment terms.

5.  Credit Limit

In the event of a payment plan for settlement beyond the time indicated on the invoice, GINOX SA reserves the right to set a credit limit for the buyer.

The amount in question will be determined based on the buyer's volume of business. The credit limit will remain in effect until the invoice payment situation has been resolved. Only GINOX SA can remove the credit limit allocated to the buyer.

6. Delivery time

The delivery time runs from acceptance of the order by GINOX SA until full resolution of technical details. The delivery time is subject to unforeseen impediments and force majeure.

All contractual penalties or compensation of this nature are excluded.

The delivery time is extended accordingly when the necessary information for execution of the order is not received on time by GINOX SA or has been subsequently altered by the buyer.

Delays in delivery do not allow the buyer to terminate the contract or seek compensation for any resulting damages whatsoever.

In case of delay in pick-up, by the buyer, of goods that are ready to be shipped, they can be stored on behalf of the buyer at its own risk, in return for an appropriate storage charge.

7. Delivery, Transport ans Insurance

GINOX SA packages products using standard methods. Responsibility for loading is incumbent on the buyer. The goods travel at the buyer's risk, even if delivery is free carrier or includes assembly.

Transport costs are the buyer's responsibility. For orders that require special packaging (e.g. container), the buyer shall bear the costs involved.

Transport insurance is only taken out on request and at the buyer's expense.

Special requests regarding shipping and insurance must be communicated in good time to GINOX SA.

The buyer must immediately direct any complaints concerning transport to the last carrier, at the time of receipt of the delivery or transport documents.

Transfer of risks to the buyer takes place at the latest ex works, even if another transport provision has been agreed upon. Insurance against risks of any kind is the buyer's responsibility.

8. Inspection and Acceptance of Delivery

The buyer must immediately inspect the delivery upon receipt and communicate without delay, by registered mail, any defects to GINOX SA, after inspection or discovery. In case of an omission, deliveries and services are deemed to comply with the contract.

9. Warranty and Liability

GINOX SA warrants that the delivered products are free from manufacturing and material defects and possess the properties expressly indicated in the order confirmation and user manual. All other
warranty claims are expressly excluded.

GINOX SA is obliged to replace or repair the defective material of the product free of charge or grant a price reduction in accordance with the Swiss Code of Obligations. To this end, the buyer agrees to immediately make the defective material available to GINOX SA, at its own expense. GINOX SA will then provide the repaired or replacement equipment. Both the disassembly of the defective material and assembly of the

repaired or new material are solely at the expense of the buyer.

A possible warranty expires sooner than expected if the buyer or third parties carry out incorrect modifications or repairs, faulty maintenance or, in case of defects, if the buyer does not take all appropriate measures to reduce the damage as soon as possible and does not give GINOX SA the opportunity to remove the defect.

For products manufactured by third parties that are independent of GINOX SA, GINOX SA only assumes the liability and warranty that have been transferred to it by these third parties.

10. Responsibility

The rights to compensation for the direct or indirect consequences of damage to persons or things are not recognised.

11. Acknowledgment

By placing the order, the buyer acknowledges these Conditions of Sale and Delivery. Any deviation from these require written confirmation by GINOX SA.

12. Retention of Title, Applicable Law and Place of Jurisdiction

Until full payment of the price indicated in the order confirmation, the delivered goods remain the exclusive property of GINOX SA, which may register a retention of title in the official register.

Swiss law is applicable. The exclusive place of jurisdiction is the head office of GINOX SA. 

We reserve the right to amend these general conditions of sale at any time.