General Terms and Conditions Interior Gallery GmbH
1. Scope and Contractual Basis
1.1 Scope of Application
These General Terms and Conditions (GTC) apply to all business transactions between our company as seller and our customers as buyers. They govern the sale and delivery of goods in B2B transactions.
1.2 Validity
By placing an order, the customer acknowledges these GTC as binding. Deviating conditions of the customer only become effective if confirmed by us in writing. Our GTC apply even if we execute delivery without reservation while knowing of conflicting conditions of the customer.
2. Confidentiality
2.1 Confidential Information
All information provided by us (offers, construction drawings, calculations, know-how) is confidential and may only be used for contract fulfillment.
2.2 Prohibition of Use
The customer may not disclose confidential information or use it for other purposes.
2.3 Contractual Penalty
In case of breach of confidentiality obligations, an immediately due contractual penalty of CHF 25,000 per violation and CHF 1,000 per day of continuation is due.
2.4 Return
Confidential information must be returned or destroyed immediately upon request.
3. Contract Formation and Offers
3.1 Offers
Our offers are subject to change and non-binding unless expressly designated as binding. Technical changes and errors remain reserved.
3.2 Order Confirmation
The contract is only concluded through our written order confirmation. For verbal or telephone orders, our written confirmation is decisive.
3.3 Documentation
Illustrations, dimensions, weights and other performance data in catalogs and documentation are only approximately decisive unless expressly designated as binding.
4. Prices and Payment Terms
4.1 Prices
All prices are in CHF, ex warehouse, excluding VAT, packaging, shipping and ancillary costs. We reserve the right to increase prices between order placement and delivery.
4.2 Payment Terms
- Standard payment: 50% of purchase price upon order placement, 50% before delivery
- Preferential terms: With full advance payment (100%) we grant 3% discount
- Payment period: 15 days net after invoice date
- Default interest: 12% p.a. from the first day of payment default, calculated daily and compounded annually
- Retention of title: Goods remain our property until full payment
4.3 Advance Payment Reservation
The seller reserves the right to demand full advance payment (100%) at any time, particularly for:
- New customers without existing business relationship
- Orders exceeding CHF 10,000
- Negative credit check or deteriorated creditworthiness
- Orders for custom-made or hard-to-procure goods
- Deliveries abroad
4.4 Set-off Prohibition
The customer waives the right to set off their own claims.
4.5 Security Interests
- Bank guarantees or other securities must be provided upon request
- Costs for bank guarantees, sureties or other security interests are borne exclusively by the customer
- These costs are never refunded, even in case of contract withdrawal or dissolution
- Securities are forfeited in favor of the seller in case of payment default
5. Delivery Times and Default Consequences
5.1 Delivery Dates
Delivery dates are only binding if confirmed by us in writing as "firm". Otherwise, all dates are non-binding guidelines.
5.2 Delivery Delays
We are only liable for delivery delays in case of intent or gross negligence. The customer bears all costs and damages due to delays.
5.3 Cost Bearing
The customer is liable for all costs and damages incurred by the seller due to delays, including additional storage and administrative costs.
5.4 No Compensation
Exceeding delivery time does not entitle to damages or contract dissolution. The customer indemnifies the seller against all third-party claims.
5.5 Force Majeure
In case of force majeure, strikes, operational disruptions, raw material shortages or delivery delays of our suppliers, delivery periods are extended accordingly.
6. Warranty and Defect Notification
6.1 Defect Notification
Defects must be reported in writing immediately, but at latest within 5 working days after receipt of goods. After 6 months from delivery, no defects can be claimed anymore.
6.2 Invoice Objections
Invoice objections must be communicated in writing within the payment period, but at latest 30 days after invoice date.
6.3 Warranty
The warranty period is 24 months from delivery. For justified defects, our performance is limited, at our choice, to:
- Repair
- Replacement delivery
- Reduction of purchase price
6.4 Warranty Exclusion
Warranty is excluded for:
- Natural properties of materials
- Improper use, storage or assembly
- Normal wear and tear
- Unauthorized repairs or modifications
- Damage by third parties
6.5 Compliance with Standards
Our warranty is limited to compliance with manufacturer specifications. Compliance with SIA standards or other technical standards is the responsibility of the customer or the specialist companies commissioned by them.
7. Liability Limitations
7.1 Liability Limitation
Our liability is limited to:
- First to the amount of insurance coverage
- If no insurance coverage: maximum 15% of contract value
- For partial deliveries: maximum 15% of affected partial order
7.2 Excluded Damages
Excluded are particularly:
- Consequential damages (lost profit, production losses, contractual penalties)
- Property damage to processed objects
- Transport costs and travel costs
8. Acceptance Obligation
8.1 Acceptance Duty
The customer is obligated to accept the ordered goods at the agreed location after delivery announcement.
8.2 Refusal of Acceptance
In case of refusal of acceptance, goods are stored at the customer's costs and risk.
8.3 Contractual Penalty
In case of breach of acceptance obligation, a contractual penalty of CHF 1,000 per day, maximum CHF 100,000 per violation is due after reminder.
9. Product Properties and Samples
9.1 Sample Conformity
Unless otherwise agreed in writing, we produce goods as accurately as possible according to the provided samples.
9.2 Prior Coordination
All special sorting, properties, tolerances or specifications must be discussed and agreed in writing before order placement.
9.3 Customer Confirmation
Deviations from standard properties are only considered agreed if confirmed, expressly excluded or accepted by the customer in writing.
9.4 Technical Standards
Products comply with manufacturer specifications and standards valid at the time of manufacture. Further technical standards are not part of the contract unless expressly agreed in writing.
9.5 Application Responsibility
The customer is solely responsible for compliance with all applicable standards, regulations and requirements in the use, processing and installation of the products.
10. Retention of Title
10.1 Reservation
The delivered goods remain our property until full payment of all claims.
10.2 Realization
In case of payment default, we are entitled to realize the reserved goods.
11. Assignment Prohibition
11.1 Transfer Prohibition
The customer cannot transfer or pledge rights and obligations from the contract without our written consent.
12. Contract Dissolution
12.1 Termination Prohibition
The customer cannot terminate the contract without our consent.
12.2 Compensation
In case of mutual termination, compensation of at least 20% of contract value, minus saved costs, is due.
13. Final Provisions
13.1 Jurisdiction
Exclusive jurisdiction is our place of business in Switzerland.
13.2 Applicable Law
Exclusively Swiss law applies.
13.3 Language Rule
In case of contradictions between language versions, the German version is binding.
