Standard Business Terms of Sinar Photography AG
Unsere Geschäftsaktivitäten unterliegen den nachstehenden AGB. Diese bilden einen festen Bestandteil des Kaufvertrages.
1. Scope of application
The following General Terms and Conditions of Business (hereinafter referred to as Terms) shall apply to all business relationships with Sinar Photography AG. Agreements deviating from the present terms and conditions shall be made in writing.
2. Origination of the contract
By signing a contract or at the start of the business relationship with Sinar Photography AG, the contracting parties acknowledge the legal affectivity of the present terms.
3. Foundation of price, transport and processing costs
Our prices shall always be understood as net prices, ex works in Swiss Francs or Euro or Dollars for the US market, exclusive of the value added tax valid in the case in question. Sinar Photography AG shall be entitled to make part deliveries. Subsequent deliveries shall be made immediately after receipt of the goods. If Sinar Photography AG states dispatch or collection periods, these shall be non-binding guidelines. If a dispatch or collection period stated is not complied with by Sinar Photography AG, Customer shall be entitled to withdraw from the contract with a view to the goods not dispatched or ready for collection, as the case may be, following expiry of a period of grace of no less than 14 days to be set by it in writing. All and any payments already made for the goods in question shall be reimbursed to Customer in such a case. Customer cannot make any further-reaching claims.
As a matter of principle, deliveries shall be for the consignee’s risk and account. Transport, packaging and processing costs shall be charged to the purchaser separately. The same shall apply to express charges.
4. Passage of use and risk
Use and risk shall pass to the purchaser with dispatch of the object of purchase.
5. Payment terms
To the extent not agreed to the contrary, deliveries by Sinar Photography AG shall be due for payment 100% in advance from date of invoice.
6. Arrears in payment
For delayed payments of other payment periods agreed, Sinar Photography AG shall charge default interest of 7% without separate reminder from the 1st day after the expiry of the payment period. All collection costs shall be charged to the purchaser.
7. Retention of title
The object of delivery shall remain property of Sinar Photography AG until complete payment (conditional commodity). Sinar Photography AG shall be entitled to have a retention of title entered in the register at Customer’s expense.
Until passage of ownership, the purchaser shall insure the conditional commodity against loss, breakage, fire, water and other damage. The purchaser here and now assigns all rights from the insurance contracts in this regard and its claims against the insurance company to Sinar
Photography AG. Sinar Photography AG accepts the assignment. The purchaser may not pledge the conditional commodity or transfer it by way of security. In cases of seizure and confiscation or other disposals, the purchaser shall notify Sinar Photography AG without delay.
8. Guarantee and warranty provisions
a) Open defects
Complaints on account of wrong deliveries, faulty quantities or defects in quality established immediately shall be notified in writing within 5 days of receipt of the object of purchase. If the complaint is justified, replacement shall be provided by free repair (after-working) or replacement delivery (subsequent delivery). All further-reaching claims have been ruled out. In particular, claims to cancellation of the contract, reduction of purchase price and damages or subsequent damages from defects have been ruled out.
b) Hidden and other defects
The guarantee and warranty periods shall be:
– 2 years warranty
– 1 year guarantee for Sinar products
– 6 months on repaired components and replacement devices.
The duration of guarantee or warranty shall not be extended or interrupted by a repair or a replacement of individual parts.
The invoice date shall be decisive for the start of the guarantee period.
To be able to claim the guarantee, a copy of the invoice shall be enclosed with the notification of defects. Guarantee shall expire prematurely if the purchaser or third parties undertake(s) improper changes or repairs not authorised by Sinar Photography AG.
Damage which cannot be proven to have originated as a result of bad material, faulty construction or defective performance have been excluded from warranty and liability, e.g. as a result of improper treatment, failure to obey operating instructions, excess strain, defective maintenance and also as a result of other reasons for which Sinar Photography AG is not answerable.
c) Exclusion of further liability
All cases of breaches of contract and their legal consequences as well as all claims of Purchaser, regardless of the reason for which they are made, have been finally regulated in the present Terms. In particular, all claims to damages, reduction, cancellation of or withdrawal from the contract not expressly stated have been ruled out. Under no circumstances shall claims of Purchaser for indemnification of damage not originating on the object of purchase itself exist, for example in particular loss of use, loss of orders, loss of profits and other direct and indirect damage. This exclusion of liability shall not apply to malice aforethought or gross negligence of Sinar Photography AG. Liability of vicarious agents is ruled out to the extent possible under law.
9. Amendments / addenda
Sinar Photography AG shall only supply and render according to the present Terms, even if there is no later express reference hereto in the case of standing business relationships. Amendments and addenda shall cogently require written form. Deviations from the present Terms shall only be valid if they have been acknowledged in writing by Sinar Photography AG.
10. Adaptation of the General Terms and Conditions of Business (Terms)
In substantiated cases, the right to adapt the present Terms shall accrue to Sinar Photography AG at any time. In this context, Sinar Photography AG shall be obliged to communicate said amendments in advance in a suitable way. In particular, announcement by e-mail, letter or fax shall be deemed suitable. Said announcement must be made no later than 1 month before effectivity of the new terms and conditions of business. If Customer does not challenge or if the business relationship is continued, the new directives shall be deemed accepted.
11. Severability clause
If a provision of the present Terms is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision achieving the commercial outcome intended with the contract to the extent possible.
12. Data protection
Sinar Photography AG shall process Customer’s personal data strictly complying with the valid provisions of the Swiss Data Protection Act.
Sinar Photography AG shall only record, store, use and process Customer’s personal data in harmony with the data protection directives of Sinar Photography AG valid at the time in question.
13. Place of jurisdiction and applicable law
For all disputes between the parties, the Swiss Courts at the domicile in Zurich of Sinar Photography AG shall be competent.
Apart from the regulations on retention of title in section 8 of the present Terms and Conditions of Business, the legal relationships of Sinar Photography AG and the purchaser shall exclusively be governed by Swiss law. Application of the Vienna purchase law convention has been ruled out in any case.
Sinar Photography AG, January 2013