General Terms and Conditions

General Terms of Contract (GTC)

1. General / Scope

1. These Sales Terms and Conditions of COMPONA shall apply exclusively; COMPONA shall not any recognise any sales terms and conditions of the customer which contradict or are at variance with the terms and conditions of COMPONA unless COMPONA has expressly agreed to their applicability in writing. GTC of the customer which contradict or are at variance with these General Sales Terms and Conditions are herewith contradicted. The Sales Terms and Conditions of COMPONA shall also apply if COMPONA makes delivery to the customer without reservation in full knowledge of contradictory or varying terms and conditions of the customer.
2. A conclusion of a contract shall not fail due to GTC which contradict each other. Insofar as conflicting GTC correspond to each other, the conforming provisions shall apply. Moreover, those terms of COMPONA which correspond to non-contradicting terms of the GTC of the customer shall be deemed to have been agreed upon. However, those provisions of the GTC of the customer which do not correspond to the content of the GTC of COMPONA shall not form part of the contract. In all other cases, the provisions of the German Civil Code (BGB) shall apply.
3. All agreements made between COMPONA and the customer must be recorded in writing. The revocation of this requirement for the written form shall also be made in writing.
4. The Sales Terms and Conditions of COMPONA only apply to companies and legal entities under public law.

2. Acceptance of orders

All orders for goods must be accepted in writing by a duly authorised representative of COMPONA. A fictitious acceptance by which uncontradicted orders are deemed to have been accepted does not exist. Changes made to the order after its acceptance shall only become effective if they are confirmed in writing by a duly authorised representative of COMPONA. Unilateral changes to the order by the customer are ineffective.

3. Contract rescission / order cancellation

Orders accepted by COMPONA may not be cancelled unilaterally by the customer, but only with the written approval/consent of COMPONA, regardless of the reason for cancellation or rescission and without limitation of the rights and/or damage compensation claims to which COMPONA is thus entitled, unless the contracting party is entitled to a legal right of rescission. The customer shall be at liberty to show that COMPONA incurred no damage or lower damage; COMPONA shall be at liberty to assert a higher damage claim. Special orders for goods not ordinarily in stock or prefabricated according to the manufacturer’s or customer’s specification cannot be cancelled or rescinded.

4. Prices and terms of payment

1. Unless otherwise indicated in the order confirmation, COMPONA’s prices shall be ex registered place of business of COMPONA or ex production or storage location, exclusive of packaging and shipping, which shall be billed separately. Packaging costs shall be borne by the customer even if COMPONA takes back the packaging at the customer’s request.
2. VAT at the statutory rate is not included in the prices; it is indicated separately on the invoice at the statutory rate applicable on the date of the delivery or service.
3. The deduction of a discount shall not be recognised by COMPONA and shall be recharged to the customer.
4. The total gross invoice amount shall be due for payment without deduction within 30 days immediately upon receipt of the invoice. Default of payment shall commence 30 days after receipt of the invoice unless otherwise agreed. The decisive date of payment shall be the date of receipt by COMPONA. If the customer is in default of payment, COMPONA shall be entitled to demand default interest at the respectively applicable statutory default interest rate. If COMPONA can prove higher damage caused by delay, COMPONA is entitled to assert this. However, the customer is entitled to prove to COMPONA that COMPONA incurred no or substantially lower damage as a result of the default of payment.
5. COMPONA may refuse to supply goods on credit at any time. Deliveries made to the customer for payment on delivery or similar are subject to these Sales Terms and Conditions.
6. The customer can only declare a set-off against claims of COMPONA if the customer’s counterclaims are uncontested and have been established as final and absolute or are acknowledged by COMPONA.
7. Unless otherwise agreed, COMPONA reserves the right to increase the selling price unilaterally for goods ordered from COMPONA if COMPONA’s costs rise due to price increases by COMPONA’s suppliers, including as result of currency fluctuations, and if the goods have not yet been dispatched from COMPONA’s place of business. In the event of a price increase by the supplier, the selling price stated to the customer shall be increased by the same percentage as COMPONA’s costs for the goods have risen due to the price increase by the supplier.

5. Delivery period and delivery

1. COMPONA shall not be obliged to deliver until all technical questions have been clarified. Insofar as goods are to be manufactured according to customer specifications, COMPONA shall not be obliged to manufacture and deliver the goods until the customer has given final approval for production. This does not apply to the production and delivery of goods according to manufacturer’s specification. This assumes that the customer duly complies with all agreed and other obligations in good time.
2. The indication of delivery times by COMPONA shall be non-binding unless it is expressly stated in writing that they are binding.
3. If the customer defaults in accepting delivery of goods or does not comply with other obligations to cooperate, COMPONA shall be entitled to demand compensation for any damage thereby incurred by COMPONA, including any additional expenses. In this case, the risk of accidental destruction or accidental deterioration of the object of purchase shall pass to the customer at the point of time when the customer defaults in accepting delivery. The customer is also in default in accepting delivery and shall be liable for the accidental destruction of the goods if the customer is prevented from accepting delivery as a result of force majeure. Force majeure on the part of the customer shall neither entitle the customer to rescission nor release the customer from the obligation to accept delivery.
4. COMPONA is not responsible for default of delivery or performance due to reasons beyond COMPONA’s control. Such reasons include - without restriction or limitation - force majeure, acts or omissions of the customer or by civil or military authorities, fire, strike, epidemics, quarantine regulations, natural disasters such as floods, earthquakes, civil disturbance, war, transport delays, etc., insufficient self-supply of COMPONA due to bottlenecks in the manufacturing or delivery chains, the impossibility of purchasing the goods from sources customary in the trade, impaired performance or delays on the part of COMPONA’s suppliers or the impossibility of obtaining labour, materials or supplies. In the case of delay, any contractually agreed delivery deadline shall be extended by a period corresponding to the time lost due to such delay without COMPONA incurring obligations to pay compensation for damage or contractual penalties. This exclusion of liability shall not apply in the event of injury to life, limb and/or health.
5. COMPONA is entitled to refuse or delay the delivery of goods if the customer fails to make prompt payment of amounts due to COMPONA, regardless of whether such amounts arise from the same or another contractual relationship with COMPONA.
6. COMPONA can provide delivery of goods covered by these provisions at any time or in several partial deliveries within the period set in the respective order.
7. All stated prices and consigned goods are quoted FCA (Incoterms2018) ex registered place of business of COMPONA or ex production or storage location. This means that the customer shall bear all costs and risk of loss or damage from the point of time when the goods leave the production or storage location. The right to the goods and the risk of loss, damage or accidental destruction shall pass to the customer when COMPONA hands over the goods to the carrier for dispatch. The customer shall pay all freight and dispatch costs as well as any insurance premiums for dispatch of the goods, unless agreed otherwise by COMPONA in a written agreement. Unless the customer instructs otherwise, COMPONA can determine the carrier, mode of dispatch and transport route; this is currently DPD for national deliveries.
8. Deliveries to destinations outside Switzerland require a minimum order value of EUR 200.00 or USD 250.00.

6. Transport insurance

If expressly desired by the customer when placing the order, COMPONA shall cover delivery by transport insurance; the costs of such insurance shall be borne by the customer.

7. Warranty for defects

1. The warranty rights of the customer assume that the customer has duly complied with the statutory inspection and notification obligations. The customer shall inspect the goods in full, irrespective of whether the delivery only constitutes a transit transaction for the customer. The goods are deemed to have been accepted by the customer unless the customer has refused acceptance within a reasonable period. This period shall be 10 days from receipt of the goods. COMPONA does not waive its right of objection due to late notice of defect. Claims due to delay in delivery are excluded unless they are made prior to the receipt of the goods. Acceptance of the goods represents a waiver of any and all claims due to delay in delivery. Return deliveries shall only be accepted if a “Return material authorisation” is first obtained from COMPONA. The goods must be returned in the original packaging in accordance with the instructions of the office which issued the aforementioned authorisation. Goods returned in electrostatic packaging shall only be accepted if the packaging has not been opened.
2. COMPONA excludes any warranty for goods sold to the customer as well as any guarantee of their suitability for special purposes to the extent permitted by law. COMPONA agrees to transfer to the customer any transferable warranties which COMPONA has received from the manufacturer of the goods sold to the customer. Value-added work carried out by COMPONA corresponds to the customer’s applicable specifications for such work.
3. Insofar as COMPONA is obligated to provide a warranty, the warranty period shall be one year. Any suspension or restart of the limitation periods is excluded.
4. COMPONA shall not be obliged to stock or procure goods beyond the period of time covered by the warranty. In particular, COMPONA shall not be obliged to maintain a stock of spare parts.
5. To the extent that the object of purchase has a defect for which COMPONA is responsible, COMPONA shall be entitled to rectify the defect or provide a replacement at its discretion. In the case of defect rectification, COMPONA shall pay the costs which are necessarily incurred for the purpose of rectifying the defect insofar as these costs are not increased because the object of purchase was moved to a place other than the place of performance. COMPONA does not waive the right to remediation, even if the transaction is a matter of urgency for the customer. The remediation of a defect and/or the warranty for defects shall not include the costs incurred for the disassembly of the defective item or the costs incurred for its reassembly. COMPONA shall not bear these costs; they are expressly excluded in this respect.
6. Unless stated otherwise below, including in sub-section 8., additional claims of the customer shall be excluded, irrespective of the legal basis. COMPONA shall therefore not be liable for any damage which did not occur on the supplied goods; in particular, COMPONA shall not be liable for lost profits or other financial losses suffered by the customer. In no case shall COMPONA be liable for indirect incidental or consequential damage.
7. Compensation of the customer based on a claim of the customer shall be limited to the purchase price paid for the goods, regardless of the nature of the claim, arising either from a warranty or from the contract.
8. Claims for compensation – irrespective of the legal basis – shall expire by limitation after one year. Claims for compensation for personal injury and claims for compensation pursuant to the Product Liability Act are excepted from this.

8. Joint and several liability

1. Any other liability for compensation for damage is excluded, irrespective of the legal nature of the asserted claim. This shall not apply in cases of injury to life, limb or health inasmuch as these injuries arise from a deliberate or negligent breach of duty on the part of COMPONA or from a deliberate or negligent breach of duty on the part of a legal representative or agent of COMPONA. The above applies accordingly to damage arising from any significant breach of a material contractual duty (obligation whose fulfilment constitutes a condition sine qua non for the due execution of the contract and whose observance the contractual partner can reasonably expect and is entitled to expect); in this case, however, liability shall be limited to compensation for the foreseeable, typically occurring damage. Furthermore, liability for other damage shall not be excluded if the latter arises from a deliberate or grossly negligent breach of duty on the part of COMPONA or from a deliberate or grossly negligent breach of duty on the part of a legal representative or agent of COMPONA.
2. The regulation in sub-section 1 shall not apply to claims pursuant to the Product Liability Act. Any obligations on the part of COMPONA to exempt the customer from claims of third parties only exist to the extent that they are mandatory under the Product Liability Act. The same shall apply in the case of initial inability or reasonable impossibility.

9. Reservation of title

1. COMPONA shall retain ownership of the object of purchase until receipt of all payments arising from the supply contract; the customer recognises the simple and extended reservation of title of COMPONA. COMPONA shall be entitled to take back the object of purchase if the customer is in breach of contract, especially in the case of default of payment. The return of the object of purchase to COMPONA does not constitute a rescission of contract unless COMPONA has expressly stated this in writing. The seizure of the object of purchase by COMPONA shall always constitute a rescission of contract. COMPONA shall be entitled to dispose of the object of purchase after taking it back; the proceeds from the disposal shall be offset against the liabilities of the customer after the deduction of reasonable disposal costs.
2. The customer shall store the object of purchase duly and carefully until it is paid for in full. The customer shall not pledge the object of purchase subject to the reservation of title to third parties nor assign it to third parties as collateral before full payment of the secured claim.
3. In the event of seizure or other action by third parties, the customer shall immediately notify COMPONA thereof in writing, so that COMPONA can take legal action. In particular, the customer shall call the attention of the enforcement agency to the ownership status of the objects. To the extent that the third party is not able to reimburse COMPONA for judicial and extra-judicial costs associated with an action, the customer shall be liable for the loss incurred by COMPONA.
4. The customer shall be entitled to resell the object of purchase in the ordinary course of business; the customer hereby assigns to COMPONA all claims to the value of the final invoice amount (including VAT) arising from the resale to customers or third parties regardless of whether the object of purchase is resold without or after processing. The customer shall be authorised to collect this claim even after the assignment. COMPONA’s authorisation to collect the claim itself shall remain unaffected thereby. However, COMPONA undertakes not to collect the claim as long as the customer complies with the payment obligations arising from the revenues agreed upon, is not in default of payment, and, in particular, no application for the opening of insolvency proceedings has been made or payments have not been suspended. If this is the case, however, COMPONA can request the customer to disclose to COMPONA the assigned claims and their debtors, to provide all information necessary for collection, to surrender the associated documents and to notify the debtor (third party) of the assignment. In this case, COMPONA shall also be entitled to revoke the customer’s authorisation to resell and transform, modify or amalgamate the object of purchase subject to the reservation of title.
5. Processing or transformation of the object of purchase by the customer shall always be performed on COMPONA's behalf. If the object of purchase is processed with other objects which do not belong to COMPONA, COMPONA shall acquire co-ownership of the new item in the ratio of the value of the object of purchase to the other processed objects at the time of processing. The provisions applicable to the object of purchase supplied under reservation shall also apply to the object created through the processing.
6. If the object of purchase is inseparably combined with other objects which do not belong to COMPONA, COMPONA shall acquire co-ownership of the new item in the ratio of the value of the object of purchase to the other combined objects at the time of combination. If combination is carried out in such a way that the object of the customer can be regarded as the main object, it is deemed as agreed that the customer shall transfer proportional co-ownership to COMPONA. The customer shall hold the resulting ownership or co-ownership on behalf of COMPONA.

10. Patents, infringements

COMPONA provides no assurances whatsoever that goods sold to the customer are free of legally enforceable claims of third parties on the basis of a breach or infringement of a patent or trademark or similar and rejects any warranty and liability in the event of such a breach in connection with the goods. The customer shall recognise this exclusion of liability. What is more, the customer shall ensure that the products distributed by the customer in the respective countries do not infringe the rights of third parties. The customer agrees to contact only the manufacturer or licensor of the goods in the event of a claim based on an infringement. In addition, the customer agrees to protect, defend, and indemnify COMPONA against amounts due, costs, expenses and legal fees which are incurred by COMPONA as the seller in consequence of a claim, a cause of action or judgment, or which COMPONA must pay as a result of the utilisation, alteration, or improvement of the goods acquired by the customer, unless such utilisation, alteration or improvement was agreed upon in writing by the manufacturer or licensor of the goods.

11. Assembly and installation

The customer shall be solely responsible for assembling, installing and operating the goods sold hereby, including, without limitation, obtaining any approvals, licenses or certificates required for assembling, installing, operating and marketing these goods.

12. Technical advice and data

Any technical advice offered or given in connection with the use of the goods shall be a free courtesy for the customer, and COMPONA shall bear no responsibility and assume no liability whatsoever for the content, application or consequences of any such advice. The customer may not utilise, reproduce or disclose technical data provided or disclosed by COMPONA without the prior written consent of the seller. This does not apply to the assembly, installation, operation and maintenance of the goods acquired by the customer. Any information and statements on RoHS and REACH compatibility are based exclusively on the data provided by the manufacturers.

13. Software

The computer software which may supplied to the customer by COMPONA shall be provided by way of license directly to the customer by the owner of the software or by third parties in accordance with a separate licence agreement or other arrangement. The customer shall confirm the receipt of a separate contract in which the license is granted for the software supplied to the customer. The customer acknowledges that COMPONA is not a party to such a licence for the provision of software. The customer agrees to contact the licensor directly in the event of claims based on maintenance or support or infringements or warranties in connection with software provided pursuant to these provisions.

14. Rights of the seller

1. In the case of a default of payment by the customer, the customer shall pay any costs incurred by COMPONA for the collection of amounts owed by the customer. This includes reasonable legal fees and collection fees. COMPONA is entitled to assign its claims against the customer to third parties or / and to have them collected by third parties.
2. If COMPONA waives its rights in the case of a breach of these terms and conditions or in the case of a default of payment, this shall not constitute a waiver of such rights in the case of subsequent breaches or omissions.

15. Agreement and amendments / supplements to the agreement

This agreement represents the entire and only agreement between the parties with regard to the subject matter of the contract, and it shall replace all previous or contemporaneous written or oral agreements between the parties regarding this subject matter. Previous transactions between the parties and customary industry practices shall not be relevant for the interpretation or amendment of a provision of this agreement. Acceptance or acquiescence in case of a service provided in the context of this agreement shall not be relevant for determining the meaning of this agreement, even if the accepting or acquiescing party was aware of the nature of the service and had the opportunity to object. Any subsequent amendment to this agreement shall only be binding on COMPONA if it is in writing and signed by both the customer and COMPONA. Assignments of this agreement by the customer or of the rights arising therefrom shall only be valid with the written consent of COMPONA.

16. Customer’s provisions and conditions

1. COMPONA makes every effort to serve its customers promptly and efficiently. COMPONA shall therefore deliver its goods and provide its services exclusively in accordance with the provisions and conditions here specified.
2. The performance of contract by COMPONA shall depend exclusively on the customer’s consent to the Sales Terms and Conditions of COMPONA, unless COMPONA expressly agrees to a contrary arrangement in writing. In the absence of such an agreement, the service and/or delivery shall only commence by way of accommodating the customer and shall not lay the foundations for the acceptance of any or all of the customer's provisions and conditions and shall not be construed as such.
3. If no contract is concluded in writing beforehand by mutual consent, acceptance of the goods or services is deemed to be acceptance of the terms and conditions set forth herein.

17. Export control

1. COMPONA points out that the delivery of goods (merchandise, software, technology) may be subject to restrictions and prohibitions with respect to export control law.

18. General provisions

1. This agreement and the services to be provided by the parties shall be governed by the laws of Switzerland. All the provisions, conditions and agreements stated in these General Sales Terms and Conditions shall apply to all legal successors of the customer and shall be binding upon them.
2. If a provision or part of this agreement is or becomes invalid, contrary to law or unethical, or unenforceable, the remaining provisions or parts shall not be affected hereby.
3. The individual headings only serve the parties as a basis for service categorisation. The interpretation of the provision is not affected hereby.

19. Data protection

Please refer to our privacy policy which is valid for the execution of business transactions under these GTC.

20. Legal venue / place of performance

1. The registered place of business of COMPONA is the exclusive – also international - legal venue for all disputes arising directly or indirectly from the contractual relationship. However, COMPONA shall also be entitled to bring an action against the customer at the place of performance or at the customer’s general place of jurisdiction. Overriding statutory provisions, particularly with respect to exclusive jurisdiction, remain unaffected.
2. Unless otherwise indicated in the order confirmation, the place of performance shall be the registered place of business of COMPONA.

Valid from 25th May 2018 /RM