General Terms of Sale
General Terms of Sale of Qenax AG
1. Exclusive Validity
The present terms of sale apply to all sales of Qenax AG, Einsiedlerstrasse 31a, CH 8820 Wädenswil, Switzerland („Qenax“). Conflicting or additional terms of sale and in particular stipulations in purchaser’s general conditions, shall be valid only if they have been expressly agreed in writing.
2. Force Majeure
Qenax is not responsible for any non-fulfillment of its obligations resulting from a force majeure event which shall mean any and all circumstances which are beyond Qenax’s influence, including, but not limited to Acts of God, war or warlike events, explosion, fire, strike, boycott and acts or omissions to act by authorities.
3. Prices and Delivery Terms
Prices, delivery specifications and their validity are bindingly regulated in the order confirmation.
4. Terms of Payment
Unless otherwise specified in writing, all invoices are to be paid net within the agreed terms. The payment terms refer to the invoicing date. Default interest will be charged on overdue amounts. This interest will be 2 % higher than the rate for credit on overdraft granted to first class debtors in the country of the invoice currency. Bank expenses will be charged on the purchaser. No deductions of any kind are allowed.
Notification of defects does not exempt the purchaser from payment on the due date.
5. Date of Delivery
The agreed delivery date is based on the conditions prevailing at the time the order is placed and under the assumption of normal supply and manufacturing conditions. Qenax is not responsible for delays in the supply of goods unless caused by gross negligence or willful misconduct of Qenax. In the case of special customer specifications the risk of delays in delivery resulting from failure to meet such specifications must be borne by the customer.
6. Warranty and Liability
Defects must be notified and specified in writing within ten days after receipt of the goods. Providing that the defects are notified in good time, Qenax warrants for and shall replace within reasonable respite the defective goods with goods of the same type conforming to specification, thereby freeing Qenax from any further claim by the purchaser. If Qenax does not provide such replacement or if replacement fails, the purchaser has the right to raise rescission or price reduction claims, but no claims for damages. Qenax does not warrant for products which are at an experimental stage.
Qenax is not responsible for damage resulting from either faulty usage, storage or alteration of the goods by the purchaser or third parties.
7. Technical Assistance
Technical assistance is based on the current state of our knowledge. Notwithstanding any such recommendations the purchaser shall remain responsible for satisfying himself that the products as supplied by us are suitable for his intended process or purpose. Since Qenax cannot control the application, use, storage or processing of the products, Qenax cannot accept responsibility therefore. The purchaser shall ensure that the intended use of the products will not infringe any third party’s intellectual property rights.
8. Applicable Law
The present terms of sale and sales contracts are subject to Swiss law with the exclusion of the UN Convention on the International Sale of Goods. The possible invalidity of individual provisions of these terms of sale does not affect the validity of the other provisions.
9. Place of performance and venue for legal process
The due place of performance is the place as agreed by the parties for delivery. The place of performance for payment is Wädenswil.
Venue shall be Zürich, Switzerland or any other competent court selected by Qenax.