General Conditions of Sale HOROTEC SA - 2017 Edition
Scope of validity
HOROTEC SA’s General Conditions of Sale are an integral part of any sales agreement between HOROTEC SA and its customers. Unless otherwise indicated in a specific written agreement, all of the following provisions will be applied under these conditions of sale, and will act as a reference in case of a dispute. To be part of the agreement, any contrary provision listed on the customer's order must be expressly confirmed by our order confirmation.
Based on its country distribution network, HOROTEC SA can direct any customer request to its distributors who will then take over the sales transaction.
We reserve the right to request standard commercial references. The sale is only valid after these references have been approved. Without positive references, deliveries will only be made after advance payment, or cash on delivery, otherwise they will be cancelled.
Whether they are standard products, services, or goods manufactured according to specifications, the offers made by HOROTEC SA are purely indicative, and only commit the company in terms of price and period of validity. For all other contractual aspects, the order confirmation will serve as proof.
Information found in the advertising brochures and catalogues as well as indications and particular characteristics listed in the technical documents are devoid of contractual value without an express written agreement. The availability of merchandise from the manufacturer remains reserved. Installation and operating instructions are only part of the delivery if they are provided by the manufacturer.
For special tools made on an individual basis, the customer assumes all liability for the accuracy of the indications that he has provided (drawings, dimensions, etc.) In order to avoid any errors and their subsequent cost, these indications must always be provided in writing. Custom made tools cannot be returned or exchanged.
We reserve the right to modify without prior notice the features and references of our products and material. We also reserve the right to remove any article without prior notice, whether under a case of force majeure or not, without the buyer having any right to compensation.
All drawings, sketches, and notices, etc. issued by HOROTEC SA remain its intellectual property and may not be reproduced or transmitted without permission.
Regarding equipment developed by HOROTEC SA based on specifications agreed on with the customer, any drawings, descriptions, and samples accompanying the offer remain the property of HOROTEC SA until full payment of the ordered equipment is made by the customer. The latter undertakes to return them to HOROTEC SA, if he does not order the equipment.
Prices are stipulated by the order confirmation validating the customer's order. They are quoted net ex-factory in Swiss francs. Any additional costs such as taxes, customs duties, transport, insurance, authorisations, and legitimation, etc., are the customer's responsibility.
HOROTEC SA reserves the right to modify its prices at any time and to communicate such changes by any means before they enter into force. Orders received after a price modification will be confirmed and shipped according to the new price. However, in case of a long procurement lead time, the company may be required to readjust the price independently of the price mentioned on the order confirmation. The customer will be so informed before delivery.
5. Delivery schedules
The delays mentioned in the offers are indicative and are confirmed upon receipt of the customer's order. If the customer's order is not place immediately after the offer, HOROTEC SA reserves the right to maintain the material in its inventory and to amend accordingly the delivery deadline stated in the offer. Partial deliveries are permitted.
The delivery deadlines indicated in the order confirmation will be maintained to the extent possible, subject to ruptures in the supply chain, or in case of force majeure. Failure to respect the deadlines on reasonable grounds, shall not, however, lead to any compensation or serve as a reason to cancel the order.
The minimum value of the goods is CHF 1,000 (shipping, packing, and VAT not included).
Except in cases of immediate delivery, customer orders are validated by confirming orders, indicating the quantities and prices of items ordered, known delivery deadlines, as well as the agreed payment terms.
It is the customer's responsibility to report within 24 hours any error or dispute concerning the order confirmations. After this period, the order confirmation is considered accepted and its terms and conditions prevail over those of the offer and the order.
In the event a dispute cannot be settled within a reasonable time, HOROTEC SA shall be entitled to wholly or partly cancel the order.
7. Order Cancellation
In case of an order cancellation beyond the 24 hour period following the order confirmation, HOROTEC SA reserves the right to invoice, as compensation:
a) 5% of the value of the order as a management fee, but not less than CHF 100.00.
b) In case of a customised production run, the manufacturing costs already incurred to fill the order.
8. Shipping & Insurance
In principle, transport is organised by HOROTEC SA, in cooperation with its selected logistics partners. In this case, HOROTEC SA shall settle the transport, packaging, and transport insurance invoices, and then rebill the cost to the customer according to its current tariff. If the customer wants to use his own carrier, he must organise the merchandise pick-up in coordination with HOROTEC SA, and handle the administrative formalities along with the transport payments directly with his partner. The goods are transported at the customer's own risk. All risk is transferred to the customer when the goods leave the HOROTEC SA premises, or are placed at the customer’s disposal. In all instances, the unloading of the goods is carried out under the responsibility of the recipient. The latter must comply with the safety provisions and all other legal requirements at the delivery location.
9. Payment terms
Payment of the delivered goods is due within 30 days of the invoice date, without discount.
If the equipment is of a certain value or manufactured according to particular specifications, HOROTEC SA reserves the right to request a deposit of at least 50% before executing the contract. In this case, the delivery period will begin once the deposit is received.
HOROTEC SA also reserves the right to request full advance payment, or the opening of an irrevocable letter of credit with a Swiss bank.
If a discount has been granted for advance payment or upon receipt of the goods, such discounts shall be suspended if any previous invoices remain unpaid.
Any payment delays will result in late penalties, the rate of which may not be less than 5% per year. In addition, any payments made past their due date will lead to the forfeiture of the contractual payment terms, thus all sums become immediately due. Similarly, in the event of a deterioration in the financial or economic situation of the customer, HOROTEC SA shall be entitled to demand immediate payment of all invoices due as well as those not yet due, and to refuse any delivery until the balance owed by the customer has been paid in full. Finally, in the event of late payments and without prejudice to its other rights, HOROTEC SA may also claim damages due to the customer’s failure to fulfil its contractual obligations.
10. Retention of title
The merchandise delivered remains the property of HOROTEC SA until full payment of the corresponding invoices. The customer expressly guarantees HOROTEC SA that he will do everything in his power (e.g. listing in the official register) to ensure the retention of title is valid and guaranteed. Payments by bill of exchange or letter of credit are only considered final once they have been cashed and credited to HOROTEC SA for full payment. In the ordinary course of its business, the distributor is authorised to resell the delivered goods, but can neither pledge nor transfer the property as a surety. This resale authorisation is automatically withdrawn in the event of payment default.
The customer's right to convert, transfer, and dispose of goods that are subject to a retention of title shall be revoked:
- In the event of payment default of any kind whatsoever;
- In the event of bankruptcy or liquidation proceedings opened against the customer;
- Or if moratorium negotiations are opened and before the approval of a debt settlement plan.
In these instances, HOROTEC SA has the right to recuperate the goods. The transport and other costs incurred including repackaging, and repairs, etc. shall be borne by the customer. Furthermore, the customer must refrain from transferring any ownership rights to the merchandise sold to him or debts born without the prior express agreement of HOROTEC SA. In the event of resale, he irrevocably assigns to HOROTEC SA all receivables resulting from such sales to the third party purchaser.
The customer is obliged to spontaneously and without delay provide HOROTEC SA all information enabling the company to assert its rights and safeguard its interests in the event of any infringement of its right of title to the goods. In case of seizure or any other third party intervention, the customer is obliged to immediately notify HOROTEC SA.
The customer is responsible for verifying the delivery immediately upon arrival at the destination, and for immediately notifying the carrier of any damage to the packages caused by an incident during transport, as well as notifying HOROTEC SA without delay and in writing.
Claims concerning the number, specifications, or production of the articles must be received by HOROTEC SA in writing within 3 days of the shipment’s reception.
12. Return of goods
No return of goods can be made without the prior written agreement of HOROTEC SA. The company will provide the customer with a return number to be affixed to the return package. Failure to comply with these provisions will result in the outright refusal of the returned goods.
The return of goods in the event of a delivery error must be made within one month of delivery, under the following conditions, provided the goods are in their original condition, returned in their original packaging, and accompanied by their instruction manual:
- If the delivery error was caused by HOROTEC SA, the goods will be taken back at the expense of HOROTEC SA, including return transport. A credit note will offset 100% of the invoiced value of the goods.
- If the delivery error was caused by the customer, the goods will be taken back postage prepaid, at 80% of the invoiced value to cover administrative fees. It is the customer's responsibility before placing an order to ensure that the characteristics of the equipment being ordered correspond to his requirements.
- Any additional intervention, such as repairs, replacement of parts or packaging will be deducted from the credit note or invoiced extra.
HOROTEC SA is under no obligation to take back goods after a 30 day delay. However, if the company does agree to take back the goods, this will be done at a 50% discount to the invoiced value.
Returns of customised products made on request or according to specifications are not allowed.
HOROTEC SA agrees to remedy any operating malfunction caused by a manufacturing defect, within the limits of the following provisions. The normal warranty covers a one year period from the date of sale. For goods not produced by ourselves, the terms and conditions of the manufacturer's warranty shall apply.
The movements are delivered without any warranty regardless of the type or the brand. No claims will be considered.
If the warranty is justified, HOROTEC SA will ensure one of the following services of its choice:
– Repair at no cost by HOROTEC SA, or
– Free replacement, or
– A credit note for the product in question.
Any other service or compensation under the warranty is excluded.
The warranty does not cover damage caused by incorrect, unqualified, or negligent usage, defective maintenance, external influences, noncompliance with the operating instructions, or any other force majeure. The warranty does not cover the item’s normal wear and tear and its consequences on the general functioning. The warranty is no longer valid if the customer undertakes or entrusts repair or alteration work to a third party.
HOROTEC SA products returned under a warranty claim will be sent carriage free, insured, and properly packed by the customer to HOROTEC SA in La Chaux-de-Fonds, Switzerland. Warranty claims will be justified by a copy of the delivery slip or the invoice of the product. In addition, claims or defects will be accurately described in the accompanying document.
The products repaired or exchanged under the warranty will be returned to the customer by normal transport, grouped together as much as possible with other deliveries.
If any defects are to be repaired at the customer's premises and if it proves that the warranty claim was not justified, all travel and accommodation expenses of HOROTEC SA’s employees shall be borne by the customer.
HOROTEC SA’s liability will be limited to the direct material damage caused to the customer by the product’s defect. HOROTEC SA is not obliged to repair the consequent damage of mistakes made by the customer or third parties.
HOROTEC SA’s liability does not cover:
- Defects resulting in whole or in part from normal wear and tear of parts, or damage or accidents made by the customer or a third party.
- Damage due to lack of maintenance or supervision, or in general any usage not in accordance with the manufacturer's written instructions.
Under no circumstances may HOROTEC SA be held liable for any non-material or consequential damages, such as operating losses, loss of profits, business prejudice, or earnings shortfalls.
In the event penalties and indemnities were agreed upon, they shall be in the form of a lump-sum indemnity, fully discharged, and shall exclude any other sanction or indemnity.
HOROTEC SA’s civil liability for all matters except personal injury and gross negligence is limited to the invoiced and settled value of the defective items, capped at a maximum of CHF 5,000.
The customer ensures his insurers or third party contractual relations shall not pursue the supplier or its insurers beyond the limits and exclusions set above.
Modifications: We reserve the right, if need be, to adapt or modify these terms and conditions at any time.
Severability: The invalidity of certain provisions of these terms and conditions or the delivery agreement concluded with the customer does not affect the validity of the other provisions.
16. Applicable law
Any sales agreement and its interpretation concluded by HOROTEC SA shall be exclusively subject to Swiss law.
The civil court of La Chaux-de-Fonds is solely competent to hear any dispute concerning sales agreements concluded by HOROTEC SA. The company may, however, sue the customer in the court of the customer’s jurisdiction.