1. Scope

These general sales and delivery terms and conditions apply to all legal translations, which Lista AG (hereinafter "the vendor") concludes with another company or with end users (jointly referred to hereinafter as "the buyer") via the online shop shop-ch.lista.com. They apply both for the supply of goods as well as, mutatis mutandis, for the provision of services. Variations to these general sales and delivery terms and conditions only apply if accepted in writing by the vendor. The vendor does not recognise any other sales and delivery terms and conditions other than its own. The buyer expressly renounces the right to apply its own purchase and delivery terms and conditions.

2. Quotation – Quotation documents

The offers of the vendor in the online shop at shop-ch.lista.com are non-binding. The details quoted in the vendor's catalogues, ring binders, brochures, price lists etc. are non-binding.

3. Conclusion of contract

Upon dispatch of the order, the vendor shall send the buyer an automatic order confirmation listing the details of the order again.

• 1. The purchase agreement shall only be concluded upon written order confirmation by the vendor. The order confirmation does not require a signature and can also be sent electronically.
• 2. The details quoted in the catalogues, ring binders, brochures and similar as well as in other written or verbal statements of the vendor are only binding if and insofar as they are explicitly referred to in the order confirmation.
• 3. Subsequent amendments and additions to the contract must be confirmed in writing by the vendor in order to be valid.

4. Prices

• 1. The prices agreed in the contract are stated ex-works or ex-warehouse of the vendor. If levies, minimum order surcharges, taxes, customs duties or other charges are incurred during delivery, these are to be borne by the buyer. In addition, the buyer must pay all ancillary costs including freight, insurance, authorisations for export, transit, import or other authorisations, and certifications.
• 2. The vendor reserves the right to adjust the prices as needed if the delivery due date is subsequently delayed due to one of the reasons listed under points 6.3, 6.4 or 6.5, or if the type or scope of the agreed deliveries of goods and supplies of services are changed.

5. Right of return

• 1. The buyer may return the goods delivered by us within 10 calendar days from the date of delivery, unless the goods listed in point 5.2 are concerned. In order for us to be able to take back the goods, they must be in an unused and intact condition and returned in full and in their original packaging.
• 2.All goods in the product category drawer cabinets, workshop trolleys, drawer storage walls, CNC warehouses and transport systems, workbenches and workstation systems, cabinet systems or shelving systems are procured and manufactured individually and specifically for the buyer; therefore, a right of return is excluded.
• 3. Returns shall be at the expense and risk of the buyer. 
• 4.In the event of a legally valid exercise of the right of return, we will refund or credit payments already received upon receipt of the goods.

6. Delivery

Information in the online shop on availability and delivery deadlines does not constitute binding or guaranteed delivery dates.

• 1. The vendor has the right to carry out partial and pre-deliveries and to invoice these accordingly.
• 2. If unforeseen circumstances or circumstances beyond the parties' control, such as an Act of God, arise which prevent observance of the agreed delivery period, this shall be extended at least by the duration of these circumstances. This includes in particular armed insurrection, public authority intervention and bans, in transport and customs clearance, damage in transit, energy or raw material shortages, industrial disputes as well as the loss of a supplier that is difficult to replace. The circumstances listed above also permit the extension of the delivery period when they apply to a supplier of the vendor.
• 3. Delivery shall be made to the delivery address specified by the buyer in Switzerland. Deliveries abroad are not made.
• 4.If the delivery date is subsequently changed for reasons for which the buyer is responsible, the buyer must fully reimburse the costs incurred by the vendor as a result (such as costs for returning the goods, storage costs).
• 5. Delays in delivery shall not establish an entitlement either to refuse acceptance or to claim damages.

7. 6. Transfer of use and risk

The use and the risk for the purchased goods transfer to the buyer, irrespective of the type of delivery, with dispatch/transportation from the loading bay. Transportation/dispatch from the loading bay of the works is considered to be the time of delivery. The vendor accepts no liability whatsoever for damage during transport. 

8. Payment

• 1. All orders must be paid by credit card or, if applicable, by invoice before delivery.
• 2. Payments must be made without any deduction of discount or charges to the vendor's payment agent in the agreed currency.
• 3. The buyer is not entitled to retain payments on the basis of claims under guarantee or other counterclaims nor to offset these against payments due.
• 4. A payment is deemed to be settled on the day on which the vendor has the funds at its disposal.
• 5. If the buyer is late in making an agreed payment or other agreed action arising from this or any other transaction, then the vendor may, without prejudice to its other rights:
• 6. delay fulfilment of its own commitments until payment is effected or the other action is completed, and extend the delivery period accordingly;
• 7. declare all open invoices relating to this transaction and others to be due and start charging late payment interest of 1.25% plus VAT per month on these amounts from the relevant due date, unless the vendor can prove it has incurred costs in excess of this. In any case, the vendor is entitled to invoice preparatory costs for court action, in particular the cost of sending reminders and legal costs.
• 8. The vendor retains title to all goods delivered by it until full payment has been made by the buyer. The vendor is entitled at any time to register the retention of title in the Register of Retained Titles at the registered address of the buyer. If no registration of retention of title is possible at the buyer's address, then the vendor is entitled to avail itself of all other available and comparable rights for its invoices. In the event that the property were to be sold on by the buyer through transfer to a third party, despite the reservation of title, then the buyer will assign to the vendor, as a guarantee for the purchase price debt, the debt owed to it by the third party as a result of the resale of the goods to which title was reserved, and undertakes to make an entry to this effect in its books or on its invoices. On demand, the buyer must inform the vendor of the details of the assigned debt and the debtor and provide all relevant information and documents to it. Equally, the buyer must inform the third-party debtor of the assignment of the debt. If subject to distraint or other claims, the buyer is required to declare the title held by the vendor and must inform the latter without delay.

 9. Guarantee, liability

Defects

• 1.The vendor undertakes to perform the deliveries and services in accordance with the specifications stipulated in the supply contract or in the relevant order confirmation. A supply of goods or services is defective if it is not suitable at all, or only to a limited extent, for the defined use agreed in advance in the specifications between the vendor and the buyer.

Obligation to submit a complaint on the part of the buyer

• 2. The buyer must inspect the goods for externally visible defects immediately upon receipt and in the presence of the truck driver making the delivery. Externally visible defects must be promptly recorded on the delivery note by the buyer, giving precise details of the circumstances and nature of the defect under complaint. The buyer must send a copy of this delivery note to the vendor without delay. Any hidden defects must likewise be reported in writing to the vendor, on the delivery note and within 7 calendar days. Any claims which are received late will not be recognised by the vendor.  Complaints concerning defects do not affect the requirement to pay (point 8.).

Guarantee liability and scope of the buyer's rights

• 3. The guarantee period for the products produced by the vendor is 2 years from the day of delivery ex works. The guarantee includes solely, excluding legally defined options, the vendor's choice of correction or supply of a replacement part for the defective parts.
• 4. The guarantee is excluded if the damage was caused during transport. The guarantee by the vendor is also excluded if the loading capacities for the individual components were not complied with by the buyer, the products were not set up in accordance with the mounting and installation instructions from the vendor and faults were noticed on the vendor's products, which were caused by improper use, poor handling, negligence or corrosion. The guarantees also lapse in the event of alleged damage caused by mere ageing, such as natural fading of painted surfaces, warping of wooden panels etc. The vendor generally assumes no liability if repairs have been carried out by the buyer itself or by third parties.

Guarantee period for repaired or replaced parts

• 5. For products manufactured by the vendor which are repaired or replaced, the guarantee period restarts and lasts for 24 months from the date of repair or delivery of the replacement part.

Liability

• 6. The vendor's liability is limited to a maximum of the value of the affected products delivered and manufactured by the vendor. No liability is accepted for damages (incl. liability for consequential damages, loss of revenue or lost production) unless required by law.

10. Withdrawal from the contract

• 1. The preconditions for the buyer to withdraw from the contract are, to the extent that no special arrangements were agreed, a delay in delivery caused by gross negligence on the part of the vendor as well as continued failure after a subsequent attempt to set an appropriate deadline. Withdrawal must be notified by means of a registered letter.
• 2. Irrespective of its other rights, the vendor is entitled to withdraw from the contract:
• 3. if performance of deliveries or the start or continuation of services is rendered impossible by fault of the buyer or, despite efforts to redefine a later deadline, continue to be delayed;
• 4 if the latter does not send the vendor an advance payment despite setting a reasonable grace period, or;
• 5. if the extension to the delivery period due to the circumstances set out in point 6.2 together equal more than half of the originally agreed delivery date, however with a minimum of 6 months.
• 6. Withdrawal can also be justified by one of the above reasons in relation to the remaining part of the delivery of goods or services.
• 7. If insolvency proceedings are initiated in relation to the assets of a party to the contract, or if such a process is not possible due to lack of assets, then the other party to the contract is entitled to withdraw from the contract without first setting a deadline for compliance.
• 8. Without prejudice to any claims for damages by the vendor, including preparatory costs for legal action, in the event of withdrawal all prior deliveries or partial deliveries of goods and services must be invoiced and paid for as set out in the contract. This applies even if the delivery or performance of service has not been accepted by the buyer and also applies to preparatory work carried out by the vendor. The vendor alternatively has the right to require the return of articles which have already been delivered.
• 9. No further effects of withdrawal may apply.

11. Product liability

The buyer is required to strictly observe the instructions available from the vendor for the setup and use of the purchased goods. The vendor only accepts liability as defined by the legal requirements.

12. Amendment

Amendments and variations to these contractual conditions as well as their suspension require the express written approval of the vendor in order to be legally valid.

13. Technical documentation

The vendor retains the ownership and copyright of all calculations, pictures, drawings and other documents. If such documentation is marked as "confidential", the buyer requires the express written agreement of the vendor for transmission to third parties.

14 Place of performance, place of jurisdiction and applicable law

• 1. The place of performance for deliveries, payments and all obligations is the registered office of the vendor.
• 2. Where legally permissible, the place of jurisdiction is the registered address of Lista AG in Erlen/TG, Switzerland. However, the vendor retains the right to address the court which has jurisdiction at the buyer's registered address.
• 3. All legal relations between the vendor and the buyer are solely subject to Swiss substantive law, excluding the Federal Act on International Private Law as well as the United Nations Convention of Contracts for the International Sales of Goods dated 11 April 1980 (Vienna Convention).

 

Lista AG 2020, Version 1.0