Article 1 – General provisions
By placing an order, the customer unreservedly accepts these terms and conditions in their entirety; these terms and conditions prevail over any terms and conditions of purchase. In the event of differences between the order confirmation, the offer and these terms and conditions, the order of priority of the various documents is as follows:
1) the order confirmation
2) the offer
3) these terms and conditions.
Article 2 – Conclusion of the sales con tract
A sales contract is deemed to have been concluded between the paities when PX Tools SA has confirmed the customer’s order in writing (letter, fax or email being deemed to be in writing). No sales contract accepted in writing may be cancelled except by written agreement, under exceptional circumstances. ln the event of modifications to drawings, a plan shall be sent by the customer to PX Tools SA, with the modifications clearly marked for approval.
Article 3 – Price
PX Tool SA’s prices are understood to be ex works, exclusive of taxes, exclusive of h·ansport and customs costs, at the prices applicable on the date the sales conh·act is concluded. Unless specifically stated otherwise, our offers in CHF are valid for one month.
Article 4 – Payment terms
Payment shall be made no later than 30 days net following the invoice date. Any other terms of payment shall be subject to written approval. Unless expressly agreed prior to delivery, PX Tools SA shall not accept any discount, reduction or deductions in relation to invoices issued.
Article 5 – Compensation
PX Tools SA reserves the right, without prior notice, to offset any debts the customer may have with other companies within PX Group SA. PX Tools SA shall also have the right to enforce guarantees or negotiate assets in this regard. However, the latter is subject to prior notice.
Article 6 – lnsolvency
PX Tools SA reserves the right to suspend performance of its obligations if it becomes apparent, after conclusion of the sales contract, that the customer is insolvent.
Article 7 – Liability
Any breach of conh·act and the resulting legal consequences, as well as any customer claims, irrespective of their legal basis, shall be governed exclusively by these terms and conditions. The following, in pa1ticular, shall be excluded: damage claims, price reductions, cancellation or termination of the contract, unless expressly provided for in the conh·act.
The customer shall under no circumstances have the right to clairn damages not caused directly to the object itself, such as production tosses, operating tosses, business losses, loss of profits or any other direct or indirect consequential damage. This exclusion does not apply to fraud or gross negligence the pait of the supplier. It does, however, apply to fraud or gross negligence on the part of third parties appointed by the supplier to perform its obligations.
Article 8 – Delivery terms
Delivery lead times: Delivery lead times mentioned in PX Tools SA’s order confirmation are given as a general indication only. As a result, the customer may not use a delay as a reason to cancel the order, refuse delivery, withhold sums or clairn a penalty. PX Tools SA reserves the right to make partial deliveries at any tirne.
Quantity: The paities shall consider as valid a completed delivery of the required quantity plus or minus 10%, rounded up to the nearest unit. ln this case, the total price shall be adjusted as a result, and the unit price shall remain unchanged. Profits and risks associated with the delivered merchandise are h·ansfe1Ted to the customer when:
- a) PX Tools SA premises are made available for products ordered by the customer
b) A third party takes charge of the customer order.
Article 9 – Defects
PX Tools SA limits its guarantee to the quality of the material promised, the quality of manufacture, appearance, the respect of dimensions, defined mechanical and physical features. Ali other claims are excluded.
As soon as the goods are received, the customer is bound to check that the goods delivered match the quantity, quality and type of goods as stipulated in the sales conh·act. The warranty period begins on the date of receipt of the goods. The customer has ten days in which to check the goods and make any clairns in writing.
As soon as the claim is received, provided it is confirmed and received within the required deadline, PX Tools SA unde1takes to deliver replacement goods to the customer that are identical to the goods ordered. In ail cases PX Tools SA’s liability in the event of a claim is limited to the amount invoiced.
PX Tools SA shall not be held liable for any direct or indirect damage incurred by the customer.
Article 10- Applicable law
Relations between the paities shall be governed by:
- Specific agreements between the customer and PX Tools SA concluded in accordance with the stipulations laid down in article 2 of these Terms and Conditions of Sale.
• These Tenns and Conditions of Sale.
• Swiss national law (Swiss Code of Obligations).
Article 11 – Jurisdiction
The paities agree to refer any dispute directly or indirectly related to their conh·actual relationship to the regular courts of the PXT head office, in other words to the Courts of La Chaux-de-Fonds.
PXT reserves the right to refer a case to other legally recognised jurisdictions.
