Sales Terms
Date: 15.02.2001
1. Range of application
1.1. The following conditions apply to all sales and deliveries from Microcomponents SA (referred to herein after as "Microcomponents SA") to customers unless Microcomponents SA includes different conditions in quotations or confirmations of order, or unless Microcomponents SA and the customer have agreed upon special conditions on writing.
1.2. The customer hereby expressly waives application of "General Contractual Conditions" of its own.
2. Quotations and documents
2.1. If the quotation does not state a period of validity, the legal regulations apply.
2.2. Quotations must be treated as confidential and may be made accessible only to persons directly concerned therewith.
2.3. Brochures, catalogues and other documents (diagrams, drawings, sketches, plans etc.) remain Microcomponents SA's property and must be used only for the purposes for which they have been supplied. They may neither be reproduced nor made accessible to third parties.
2.4. If not otherwise specified by Microcomponents SA, the documents mentioned in par. 2.3. are not binding and may be modified any time without notice
3. Orders and performance
3.1. Only written orders and confirmation of orders are binding.
3.2. The nature and extent of Microcomponents SA's performance are conclusively defined in the confirmation of order. Performances which are not included must be agreed and invoiced additionally
3.3. The execution of the ordered products may be slightly modified during production. Such modifications are deemed to conform with the contract unless they impair essential technical characteristics of the products.
4. Microcomponents SA's right of withdrawal
4.1. In the event of unforeseen circumstances considerably changing the economic signification or the substance of the deliveries and performances, the contract will be modified accordingly. This applies also when these events are likely to influence the work of Microcomponents SA to a big extent, or if the execution subsequently proves to be impossible. If a modification of the contract proves economically unjustifiable, Microcomponents SA may withdraw from the contract or from parts thereof without incurring claims for damages.
4.2. Microcomponents SA also has the right of withdrawal described in subparagraph 4.1. when the performance in accordance with the contract is not possible because of major forces.
5. Delivery
5.1. The delivery time commences with the issue of the confirmation of order.
5.2. The delivery time will be extended correspondingly if:
a Microcomponents SA does not receive in good time any information it requires for fulfilment of the contract or if the customer subsequently amends that information, thus causing a prolongation of the production process.
b impediments occur which Microcomponents SA cannot avoid despite all due care. Such impediments are, in particular, serious disruptions of operations, accidents, labour disputes, delayed or inadequate supplies of essential raw materials, semi-finished and finished products, official restrictions, natural disasters and other cases of major forces;
c the customer or third parties delay in carrying out work which is to be performed by them or in filling their contractual obligations, especially if the customer does not comply with the payment conditions;
5.3. Microcomponents SA will endeavour to comply with the agreed delivery terms, but failure to comply therewith does not entitle the customer to claim damages and/or withdraw from the contract.
6. Payment conditions
6.1 Payments must be remitted to Microcomponents SA's registered office in Swiss francs or in the foreign currency agreed by the parties, without any deduction. The payment obligation is considered to have been fulfilled as soon as Microcomponents SA has free disposal of the sum in question.
6.2. If no special payment conditions are agreed between Microcomponents SA and the customer, Microcomponents SA issues an invoice on the delivery date. The term for payment is thirty (30) days from the invoice date. In special cases, Microcomponents SA can ask the customer for a guarantee to cover the full amount.
6.3. Arrears penalties are automatically applied upon expiry of the payment term stipulated in subparagraph 8.2. and the customer shall pay arrears interest of 8 % p,a. from that date. The right is expressly reserved to claim compensation for any further damages.
6.4. The payment term must also be complied with if transportation or delivery are delayed for reasons which are not attributable to Microcomponents SA.
6.5. Any complaints or other reasons not accepted by Microcomponents SA shall not allow the customer to retain or to reduce the payment of the invoice amount.
6.6. If the customer is late in payment, or if Microcomponents SA is seriously concerned that it will not receive payments in total or in due time because of circumstances occurring since entering into the contract, Microcomponents SA, without being limited in its rights provided for by law, shall be entitled to refuse the further performance of the contract and to retain the supplies ready for dispatch until new terms of payment and delivery will have been agreed and until the supplier has satisfactory securities. If such an agreement cannot be reached within a reasonable time, or in case Microcomponents SA does not receive adequate securities, Microcomponents SA shall be entitled to terminate the contract and to claim damages.
7. Transport and insurance
7.1. The customer must inform Microcomponents SA of any special instructions concerning transport in good time before dispatch.
7.2. In the event of damage during transport, the customer shall accept the delivered goods with due reservations and immediately notify the carrier in order to protect his rights.
7.3. Unless otherwise agreed, the customer is responsible for insuring the products to be supplied against transport risks.
8. Transfer of benefit and risk
8.1. The benefit of and risk attached to the products to be supplied are transferred from Microcomponents SA to the customer on despatch from the factory:
8.2. If the agreed delivery date is postponed at the customer's request, or delayed for reasons not attributable to Microcomponents SA, the risk is nonetheless transferred to the customer at the originally agreed delivery date. From that time onwards the products are stored and insured at the customer's expense and risk.
9. Retention of title
9.1. Microcomponents SA remains the owner of the supplied products until the customer has paid for them in full. Microcomponents SA is empowered at the customer's expense to enter the retention of title in the official register and 10 fulfil all formalities relating thereto. The customer will take all necessary steps to protect Microcomponents SA's ownership rights.
10. Examination and acceptance of the products
10.1. The customer shall examine the supplied products and notify Microcomponents SA of any defects within thirty (30) days from their receipt. Should he fail to do so, the products are deemed to be approved with regard to the defects which could have been discovered by proper examination.
10.2. The customer shall inform Microcomponents SA of any hidden defects immediately after their discovery.
10.3. Formal acceptance of the products and the characteristics to be verified must be agreed in writing. An acceptance record shall be prepared on the result or that acceptance. If the customer expresses no reservations in this record, the product is deemed to be approved with regard to manifest defects
11. Prices
11.1. Prices are net ex factory, without packing and exclusive of any taxes. All accessory costs such as taxes, levies, duties and fees for permits or certificates shall be charged to the customer.
11.2. Prices stated in price lists and catalogues are not binding and can be adapted by Microcomponents SA any lime without advance notice.
12. Warranty
12.1. The warranty time commences when the products are despatched and continues for twelve (12) months. It covers primarily the characteristics guaranteed in the specifications. The warranty includes all defects which can demonstrably be attributed to defective materials or workmanship. In every case and at Microcomponents SA 's discretion, it is restricted to replacement or repair or defective products or components. Microcomponents SA shall regain ownership of replaced components.
12.2. In particular the warranty excludes damage caused by normal wear and tear and by incorrect use.
12.3. In the event of defects, the customer shall take all possible steps to minimise the damage.
12.4. To the extent permitted by law, Microcomponents SA also rejects any liability for damage caused directly or indirectly by the products themselves or their use. In particular, Microcomponents SA excludes liability for any form or consequential damage.
13. Saving clause
13.1. Should any individual provision of these "General sales and delivery conditions" be invalid, the validity of the other provisions shall remain unimpaired. To replace the invalid provision, a valid provision shall be adopted whose content approximates as closely as possible in economic terms to the invalid provision.
14. Applicable law and jurisdiction
14.1. The laws of Switzerland shall apply exclusively. The courts of Microcomponents SA's registered office shall have jurisdiction for any disputes arising between Microcomponents SA and the customer in relation to the sale and delivery or products.
