These terms and conditions enforce the deliveries and performances of TELIMA AG, CH-8645 Jona, to national and international customers. Accordingly, the general terms and conditions of TELIMA AG become authoritative. The validity construction and performance of any contract to which these conditions apply shall be governed by the law of Switzerland and any disputes shall be submitted to the Swiss Court, St.Gallen.
These Terms and Conditions shall apply unless otherwise specifically agreed with writing by both parties. No contract shall be concluded upon receipt of the customer's order or another confirmation by the customer is given. Each order writing by the company when accepted constitutes a separate contract. The acceptance of agreement is set up as soon as TELIMA has issued an order acknowledgement or within providing the goods on the agreed location of departure. All samples, drawings, descriptive matter, specifications and advertising issued by the company and any descriptions or illustration contained in the company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them.
Orders according the standard product assortment can be cancelled until providing the goods on the agreed location of departure unless the annulations confirmation has been received by TELIMA before departure of the agreed location. Special ordered customised products can be cancelled within 12 hours after issue and incoming of order by TELIMA. In this case TELIMA will charge 10% of the total amount of the order in reason of handling charge and arrangement fees. In case of special set up actuators TELIMA will charge 50% of the total amount on ordered value. Any sums paid by deposit, retainer or prepayment are not refundable in the event of a customer cancelling an order.
Prices quoted are net, ex work and exclusive of VAT (unless otherwise stated) and are those in force at the date of quotation. Unless otherwise expressly agreed prices quoted exclude transport costs, express costs or other not valuable circumstances. Furthermore excluded are extra works as mounting, commissioning and constructing of drawings or schematics. TELIMA takes the rights to charge an amount of CHF 20.00 by receiving an order under a value of CHF 1000.00 for processing and packaging costs. Prices may be varied after a contract has become binding only by reason of an increase in the costs of the company of raw materials orlabour or by reason of a fluctuation in exchange rates. In case of export sales, prices quoted also excludes all overseas taxes and tariffs and all costs of deliveries which will be the responsibility of the customer.
5. Terms of Delivery
All time indications, deadlines and lead times are without obligation and considered as non-committal, upon their committed deadlines and lead times expressly agreed in writing from. Deliveries or periods are only best estimates and the company is not liable for the consequences of any delay. Any delivery or performance period begins on the date of the company acceptance of the customers order when the company receive from the customer any further information which it may require to proceed with the contract. The customer agrees to supply such information promptly and to accept the goods within the delivery or performance schedule or timetable specified in the contract and to give any necessary instructions for delivery of performance accordingly. Unless otherwise agreed the delivery conditions are Ex Work 8645 Jona Switzerland (EXW = ex Work / Incoterms 2000). TELIMA takes the right, if the goods are not available in the best estimates time, to inform the customer immediately about the nonavailability and at best the already accomplished consideration to refund.
6. Terms of Payment
Subject to the establishment of an approved credit account, payment by the customer is due within 30 (thirty) days of the date of the invoice. If the customer fails to pay the company by the due date the company may either suspend all further deliveries until payment is made in full or cancel the order and subsequent ordered insofar as goods remain to be delivered hereunder. TELIMA reserves the right to charge customer for reminding charge in a amount of CHF 100.00 or to charge interests of 7% when payment has not been made on the due date for the time being calculated on the outstanding balance from the due date for payment down to receipt by the company of payment. TELIMA reserves the rights to set up a credit limit which will be defines and agreed individually on amount and order processing.
7. Use of Goods
The installation of TELIMA products may only be effected through trained specialised and qualified personnel. TELIMA products must be mounted and installed according the standard worldwide regulations including the up-to-date and valid data and mounting instructions.
8. Intellectual Property
The company will indemnify the customer against any claim for infringement of letters patent registered design trade mark or copyright by the use or sale of any of the goods against all costs and damages which the customer may incur in any action for such infringement of for which the customer may become liable in any such action. The customer shall indemnify the company for any loss damage expense or liability in any suit or proceeding based upon any claim for the infringement of intellectual property rights brought against the company resulting from the company's designs or specifications and for any such infringement involving any marking or branding applied by the company at the request of the customer. TELIMA shall not be liable for damages resulting from misapplication or misuse of the product. Samples, drawings, descriptive matter, specifications and advertising issued by the company and any descriptions or illustration contained in he company's catalogues, brochures or internet are issued or published for the sole purpose of giving an approximate idea of the goods described in them.
9. Retention of Title
Ownership of the goods shall not pass to the customer until the company has received in full all sums due to it in respect of the goods and all other sums which are or which become to the company from the customer on any account.
The customer must bear all risks of loss of or damages to the goods from the time they have been overgiven to or overtaken by a forwarder in accordance to their preferences. All definitions are according the Ex Work clause of Incoterms 2000.
11. Cancelling of Products
According confirmation TELIMA can agree to take back standard products not elder than 12 months, which are still in the product assortment. These product must be brand new condition, never used and in original packaging. An obligation from TELIMA to cancel these products does not exist. The duty of replacement of customised or modified products or other changes required by the customer are strictly excluded. Confirmed returns of standard products shall be sent to TELIMA AG, Schachenstrasse 8, CH-6045 Jona, Switzerland under TELIMA / SB / 2009 / 001 supplement of the copy invoice and the indication of the reason for the return; costs will be bourn by the customer. Included in the credit note TELIMA reserves the right to charge 20% of the total valid amount of the product in reason of handling charge and arrangement fees. Credit note will not be remitted or refund in cash, this voucher is just combinable with a new order placed by TELIMA. For products which are not under warranty and need to be recycled by TELIMA can be charged to the customer with a CHF 20.00 recyclingfee.
12. Incoming Control
The customer must examine the goods immediately upon delivery and within 10 days thereafter notify the company in writing of any defects. Where damage occurs, not apparent on reasonable inspection, the customer must notify the company within 10 days without the discovery of any such damage.
The customer warrants that it has complied with every applicable lawful requirement of instruction and (without limitation) that it has obtained every necessary licence permit or authority that may be required in connection with the supply of goods and service to be carried out hereunder. Excluded from any warranty claim are damages which can result from misapplication or misuse of customers or third parties as representatives of customers request as:
a) Products installed or in use, which are not according the specified data and mounting instruction, especially in airplanes and other air-conveyances.
b) Product utilisation with contempt on general law and restriction and regulation issued by TELIMA specified on data and mounting nstructions
c) Products used under unusual circumstances and exceptional conditions as chemical material, gas or liquids which are not according the data and mounting instruction.
d) Installation of products without satisfying condition and without mistakes or inaccuracy mounting. The mounting must be at any time under the current technical requirements and must be institute through trained specialised and qualified personnel.
e) Changes or repairs on products without confirmation by TELIMA in writing.
f) Products perish due to inappropriate use, far away from usual use and overexposed application.
g) Incorrect storage of products
h) Faults which customers or third parties are responsible for.
For faulty, misapplication and misuse of customer assistant personnel the company clearly disclaim liability. The warranty conditions are 5 years after date of production. The customer is liable to take immediate action on loss minimisation in case of damage happened under unknown circumstances. TELIMA is liable to replace or repair or credit products which have been supplied under inadequate conditions. TELIMA is responsible to take the decision and act under orders of the above mentioned actions. Additional costs which belong to replacement of misapplication by customers must be bourn by the customer. Transport or repair costs of supplied products under inadequate conditions must be bourn by TELIMA. TELIMA reserve the rights to order the service of customer to replace or repair products, the costs thereby incurred must be bourn by TELIMA.
The liability of TELIMA is in number 13 concluding described. All further requirements of the customer against TELIMA, indifferent from which argument, particularly to reduction or changing of products, are impossible and waive expression. No requirements of the customer on replacement of damage, which did not occur on its products. Especially settlement of claims which occurs to ascertainment of damage for expertise or direct and indirect compensation for consequential loss are strictly excluded. The company shall not be liable to the customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever which arise out of or in connection with the contract.
The customer agrees and indemnify TELIMA will not be liable for all actions made by customer or third parties, which is stated in number 13. a) until h). The approval takes validity for requirements from general product liability.
16. Force Majeure
TELIMA shall not be liable to the customer to extend that fulfilment of its obligation to the customer has been prevented hindered or delayed
by force majeure as herein defined. For the purpose of this condition force majeure shall mean any circumstances beyond the control of the company shall include (withoutlimitation):
- Epidemic, mobilization, war, riot, substantial operational disturbances, accidents, work conflicts
- Late or incorrect supplies of the necessary raw materials, unavailability of important material
- Destruction or damage due to natural cause, floods, fires, explosions or breakdown of machinery.
- Any order of a local national or international authority
- Shortage of labour equipment materials or suppliers
- Restriction in export or import
Payments may not be held back or retarded however with reference to these circumstances. Both parties are liable to take immediate action
on loss minimisation in case of the above descript circumstances. They agree to take measures and avoid damage or, if such enter, in order to limit the extent of such damage to a minimum.
In case of a resale of the product the customer agrees to transfer these terms and conditions to his buyer.
TELIMA reserve the rights to change this terms and conditions at any time.
19. Salvatori Clause
Any waiver by the company of any breach of, or any default under, any provision of the contract by the customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.
20. Applicable Right and Area of Jurisdiction
These terms and conditions shall be governed entirely by Swiss law to the exclusion of UN Convention on Contracts for the International Sale of Goods from April 11, 1980 (Vienna) and under the description of united nations in international . Any disputes arising out of this agreement shall be settled by the commercial court of St .Gallen, canton St. Gallen, Switzerland.
These are the standard terms and conditions from TELIMA AG. All amounts are in CHF, will be exchanged by 1 to 1 exchange rate into the currency Euro or USD, depending on the agreed currency with the customer. Further TELIMA AG reserves the right to submit an additional agreement beside the standard terms and conditions.