General Terms and Conditions

KANYA AG Switzerland, general terms and conditions


1. General
All orders are subject to the following General Terms and Conditions of Sale and Delivery. We shall not be bound by divergent agreements, particularly contradictory conditions of purchase stipulated by the Purchaser, unless they have been confirmed in writing by KANYA. Price quotations shall apply only conditionally, pending definite placement of an order. Orders shall not be considered accepted until they have been confirmed in writing by KANYA. Similarly, verbal or telephone agreements or changes to accepted orders shall be valid, only if they have been confirmed in writing by KANYA. The contents of advertising leaflets and catalogues or information in technical documents and warranties are not binding unless expressly agreed in writing. The delivery of goods by the manufacturer is subject to availability. Installation and operating instructions are included in the scope of delivery only if they are provided by the manufacturer.

2. Prices
Prices are ex works, exclusive of packaging. Prices are based on current costs of raw material and labour. If these costs undergo a change before the agreed delivery date, the price valid on the day of delivery will be charged. Unless stated otherwise, prices are per piece. The minimum purchase value per order is CHF 150.00 net (excluding VAT); for export orders, this amount increases to CHF 300.00 net (excluding VAT). A minimum quantity surcharge of CHF 40.00 will be charged for orders below the minimum order value.  

3. Shipping and Packaging
Shipping and packaging costs will be charged separately. Unless specifically agreed, shipping is ex works KANYA and thus at the expense and risk of the Purchaser. Shipping regulations shall be taken into account where possible. In particular, KANYA assumes no liability for damage during transport. The Purchaser must report damage incurred during transport to KANYA in writing within 5 days of receiving the goods; this must be accompanied by a report from the transport company. Repairs or alterations to the delivered goods may not be performed at KANYA's expense without KANYA's written consent.

4. Delivery Deadlines
The delivery deadlines are specified in quotations and order confirmations at our discretion, but without obligation on our part, and are to be understood as ex works KANYA. Non-adherence to delivery deadlines does not entitle the Purchaser to cancel the order or to assert claims for delay, non-delivery or late delivery. Events such as force majeure, war, mobilisation, business interruption, strikes and denial of access, shortages of raw materials or lack of electrical energy, etc. shall entitle KANYA, to rescind delivery obligations, in whole or in part, according to the respective magnitude of the predicament.

5. Retention of Title
All goods delivered by KANYA shall remain the property of KANYA until all claims arising from the delivery are completely fulfilled. If the Purchaser does not take delivery of the goods at the agreed place or within the agreed period of acceptance, KANYA shall be entitled, at its own discretion, to either withdraw from the contract or demand immediate payment for the goods, even if they have not yet been accepted. In the latter case, the goods shall be stored at the expense and risk of the Purchaser. The same rights shall accrue to KANYA, if the goods are not called off in the intended manner and time where goods are sold on a call-off order basis.

6. Liability for Defects
KANYA reserves the right to deliver greater or lesser quantities than those indicated in the order. Complaints must be made in writing within 8 days after receipt of the goods. For replacement deliveries, we will replace the defective material free of charge and pay for carriage. Additional claims such as modification, diminution, compensation for damages, loss of profit, contractual penalties, loss of production, labour costs etc. are excluded. To the extent legally permissible, KANYA AG shall assume no liability for breach of contract, impossibility of performance, delayed delivery, warranty or any other legal reason. In no case shall the Purchaser be entitled to compensation for damages not affecting the delivery item itself, such as loss of production, loss of use, loss of orders, claims of third parties, loss of profit or other consequential and indirect damages. KANYA shall assume no liability for consequential damages. In the event that a portion of a delivery is defective, no rights in this regard shall apply to the remaining portion of the delivery. The warranty obligation is subject exclusively to substantive Swiss law ("Swiss Code of Obligations").

7. Copyright
If deliveries are based on drawings, samples or other information provided by the Purchaser, and if patent, design or trademark rights of third parties are thereby infringed, the Purchaser shall be liable to KANYA for resulting damages and loss of profit. Original drawings, parts lists, etc. shall remain the property of KANYA and may not be distributed to third parties.

8. Terms of Payment
Invoices are payable within 30 days net from the invoice date. Deductions for cash discounts shall not be recognised. The Purchaser shall not be entitled to withhold payments or to offset payments, even on the basis of objections. No reminder shall be required in order for the Purchaser to be considered in default. KANYA shall be entitled, without prejudice to further claims, to demand default interest in the amount of 8% for each commenced month of the payment overrun. In the event that the Purchaser's

economic situation changes, or that the Purchaser defaults on payment, or if the Purchaser is not or is no longer creditworthy, KANYA shall be entitled to demand payment on all outstanding receivables. In this case, KANYA shall not be obligated to make any further deliveries under any current contract. In the event of a default on payment, our extrajudicial collection charges shall be borne by the debtor; in addition, we shall be entitled to offset payments in their chronological order, even in the case of communication to the contrary, at our own discretion on invoices, interest and interest on arrears. Cheques and bills of exchange shall not be accepted. The goods shall remain the property of KANYA until all claims against the Purchaser arising from a contract concluded with the same have been fulfilled. The Purchaser shall be entitled, within the scope of his proper business operations, to resell the goods. Extraordinary disposal of the goods, such as pledging or chattel mortgaging, is not permitted. Access by third parties to the goods delivered under retention of title must be reported to KANYA without delay. The Purchaser hereby assigns to us as security the claims of the Purchaser against its customers acquired through the sale of the goods until full payment of the purchase price. The power of collection for this claim against third parties arising from delivered goods subject to retention of title shall be expressly transferred to KANYA. 

9. Place of Fulfilment and Jurisdiction
KANYA reserves the right to modify or amend these Terms and Conditions as required. The invalidity of individual provisions of these Terms and Conditions or of the delivery contract concluded with the customer shall not affect the validity of the remaining provisions. This Agreement and all legal relationships between the parties are governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Subject to mandatory statutory provisions, the place of fulfilment and of jurisdiction shall be Rüti / ZH, Switzerland. In any case, we reserve the right to sue the Purchaser at his place of business or domicile.

© by KANYA AG, Schweiz
(January 2018)