Maprox AG, Wetzikon (ZH)

1. General

Unless agreed otherwise in writing, these General Terms and Conditions (hereinafter ”GTC”) apply on the one hand to the sale and delivery of Maprox products (sales agreements) and on the other hand to special productions for customers by Maprox (contracts for work).

The customer’s terms and conditions apply only if this has been explicitly agreed in writing.

Deviations from the GTC and supplementary agreements, including this provision, are only valid if agreed in writing.

2. Offers and Prices

All offers and catalogues by Maprox are non-binding except for an offer that has been termed binding or contains a term of acceptance.

Unless otherwise agreed, all prices are net, excluding VAT, in Swiss Francs and without any deductions.

Unless otherwise agreed in the individual case, the costs of packing and shipping, transport, insurance, customs, VAT and installation etc. are not included in the prices.

3. Drawings, Plans and other Technical Documents

If one party provides the other party with drawings, plans and/or technical documents about a product or its manufacture before or after concluding the contract, these remain property of the presenting party.

Should one party receive drawings, plans, technical documents or other technical information, they may not be used for other purposes than those for which they have been given without the written permission of the other party. They may not be used, copied or reproduced, given or revealed to third parties for other purposes without the presenting party’s written permission.

4. Terms of Payment

Unless otherwise agreed, all invoices are due without any deduction within 30 days from the date of invoice. Maprox reserves the right to request an advance payment.

Eventual claims for warranty and minor deviations in delivered quantities do not entitle the customer to withhold due payments. The customer is not entitled to offset his payment obligations with possible counter claims (if any).

The customer is automatically in default after expiry of the payment period, without the requirement of a reminder, and owes default interest of 5% per annum. The right to assert further damages for delays (incl. reminders and collection fees) is reserved. In the event of default, all discounts and special terms granted lapse.

If the customer is in default of payment or if doubts about his solvency, his creditworthiness arise or if Maprox’s right to remuneration is otherwise endangered, Maprox can choose (a) to demand a guarantee or advance payment on the entitlement and withhold the delivery until the guarantee or advance payment is received or (b) withdraw from the contract.

5. Delivery and Transfer of Benefits and Risks, Transfer of Property

Delivery shall occur EX WORKS Maprox AG Wetzikon ZH, Switzerland, (EXW Maprox AG Wetzikon ZH, Switzerland, Incoterms 2010), unless otherwise agreed in writing.

Delivery times are only binding if explicitly agreed in writing. Delivery delays entitle the customer neither to refuse acceptance of the products nor to claim indemnification. Partial deliveries are permissible and do not entitle to refuse acceptance.

The products shall remain the property of Maprox until payment has been received in full. The customer authorises Maprox to record their right to retain title in the appropriate register. The customer commits to co-operate as necessary.

6. Warranty

The warranty period for any defects to Maprox products shall be two years from delivery. Maprox assumes warranty for these defects under the following conditions.

The Maprox products are to be inspected on delivery without delay for completeness and defects. Reclamations about wrong deliveries, wrong quantities and defects are to be received by Maprox within eight days of delivery in writing by post, fax or email to info@maprox.ch. Defects which are not discernible during the usual inspection and are only found later, must be reported in writing within eight days of detection. If no complaints are received within the stipulated period, the Maprox products are deemed approved and all and any warranty claims shall be excluded.

The customer must report the type, size and serial number of the product and give a precise description of the defect. The Maprox product is to be presented with proof of purchase and all parts and documents (e.g. instruction manual and inspection report) and be sent in the original packaging. The client is obliged to clean, conserve and pack the Maprox product properly.

The inspection of the defect will occur within 30 days of the product’s delivery to Maprox. Should more extensive examination prove necessary, the inspection period will be extended accordingly.

Maprox will choose to repair the defective product in an appropriate time period or (against return of the defective parts) replace it free of defects. If the second attempt at improvement fails or if Maprox does not supply a replacement or improvement despite an appropriate period, the customer may reduce the purchase or work price or in the event of a serious defect withdraw from the contract. Other warranty claims are excluded.

In the event of an unjustified complaint, Maprox is entitled to charge the customer for returning, packaging and delivering the product as well as the costs of examining the reported defect.

No warranty shall exist for:

1. Normal signs of wear and tear;
2. Defects caused by improper use, incorrect fitting, violating or disregarding fitting, operation and maintenance instructions, overuse, changes or amendments by the customer or those carried out by third parties on the customer’s instructions;
3. Defects caused by the use of replacement equipment, which was not produced by Maprox;
4. Minor deviations in the execution, construction, colours and the use of materials.

Defects do not release the customer from his duty to payment and acceptance.

7. Liability

Maprox, its employees, representatives and auxiliary persons are only liable for damages caused wilfully or by gross negligence. Further liability under mandatory legal provisions, including those pertaining to product liability, are reserved.

8. Force Majeure

In the event of strike, lockout or operational disruption, natural disasters, war, epidemics, accidents and similar circumstances which affect operations at Maprox or those pertaining to suppliers and render the execution of deliveries not only temporarily impossible or unreasonable, Maprox can withdraw from the contract without any obligation of
reimbursement. In this event, Maprox commits to inform the customer immediately of nonavailability and to reimburse any advance payments made by the client.

9. Severability Clause

Should individual terms of these GTC be ineffective or lose their effectiveness later, the legal effectiveness of the other provisions is not affected. In such a case, the parties shall effect an arrangement, which follows as closely as possible the economic purpose of the ineffective, invalid or unenforceable provision.

10. Applicable Law

Swiss substantive law shall apply (with the exclusion of the conflicts of laws, the Convention on the Law Applicable to International Sales of Goods concluded 15th June 1955 as well as the United Nations Convention on Contracts for the International Sale of Goods concluded 11 April 1980 [Viennese UN purchase law CISG]).

11. Jurisdiction and Place of Performance

The place of performance and, as far as is legally permissible, the exclusive place of jurisdiction is Wetzikon (ZH), Switzerland. Maprox is however free to take legal action against a customer in another eligible jurisdiction.

July 2014