General Terms and Conditions of Business of R. und K. Loepfe AG
(valid from 9/22/2023)
1. General
These General Terms and Conditions of Business (hereinafter, "GTCs") shall apply to all offers, deliveries, and services of R. und K. Loepfe AG (hereinafter, "Loepfe AG") subject to separate written agreements with the customer and shall govern the contractual relationship between Loepfe AG and the ordering party (hereinafter, "Customer").
If any separate written agreements and the GTCs contain provisions that deviate from one another, the provisions of the separate agreement shall in principle take precedence over those of the GTCs. However, if the provisions of the agreement are unclear or incomplete, the provisions of the GTCs shall apply.
The validity of any general terms and conditions of business of the Customer is hereby excluded.
2. Offers and entering into of a contract
The addressees of the offer are primarily agents - Loepfe AG offers direct sales to the end customer only in Switzerland.
The information in the sales documents of Loepfe AG are to be understood as approximate values and do not represent any assurance of properties, unless they are expressly designated as binding in writing. In particular, offers, quantity and delivery information along with prices are subject to change and non-binding. Any binding effects shall be expressly stated in writing.
In the case of telephone or written order inquiries from the Customer, the Customer shall be bound to its offer for 14 days and the contract shall be entered into by the written order confirmation from Loepfe AG.
If Loepfe AG submits an individual offer to a Customer, it shall be valid for 30 days from the date of issuance, unless otherwise stated.
3. Prices
All prices are net prices in Swiss francs (CHF). All types of taxes (in particular VAT), levies, fees, customs duties along with packaging, insurance, shipping and transport are not included in the stated price and are to be borne as additions by the Customer.
If the value of the goods is less than CHF 100.00, a small quantity surcharge of CHF 15.00 shall be applied.
4. Terms of payment
For new customers, Loepfe AG delivers only against prepayment. For existing customers, Loepfe AG is also entitled to demand an advance or down payment.
Invoice amounts are to be paid in Swiss francs within 30 days of the invoice date, unless otherwise agreed in writing. Deductions for early payments are not permitted.
The Customer is only entitled to set-off, retention or reduction if the counterclaims have been legally established or are undisputed.
If a Customer fails to meet its payment duty on a timely basis, it shall be in default without a reminder. In such a case, Loepfe AG shall be entitled to suspend further deliveries until the amount owed, including interest on arrears, has been paid in full and, in the case of partial payments, the balance has been secured by means of a bank guarantee or deposit. Loepfe AG shall indicate the discontinuation of services to the Customer. Loepfe AG shall not be liable for any damages resulting from a delay in delivery caused by the Customer's default. The discontinuation of services by Loepfe AG shall not release the Customer from its contractual obligations.
If the payments are not made according to the contract, Loepfe AG shall have the choice to adhere to the contract or to withdraw from the contract. In both cases, Loepfe AG shall be entitled to claim damages.
5. Delivery and shipment
Deliveries shall be made ex works at the registered office of Loepfe AG ("Ex Works," Incoterms 2020). Benefits and risks shall pass to the Customer upon provision for collection ex works (Loepfe AG's registered office). Loepfe AG is not responsible for the loading of the goods into the carrier's means of transport.
Upon entering into the contract, the Customer authorizes Loepfe AG to arrange for the transport of the contractual products in its name and on its account. Transportation is at the risk of the Customer. Loepfe AG shall neither be liable for the selection of the transport company nor for delayed or otherwise defective delivery. Transport insurance is taken out only at the explicit request of the Customer. Claims of the Customer in connection with the transport are to be asserted by the Customer directly against the transport company.
The delivery dates and delivery periods communicated by Loepfe AG shall only be considered as an orientation guide and are not binding, whereby the shipping or delivery periods and dates refer to the time of handover to the forwarding agent, carrier or other third party entrusted with the transport. Loepfe AG excludes any liability in this respect to the extent permitted by law.
If a down payment has been agreed, a delivery period expressly guaranteed in writing by contract shall commence on the day after the agreed down payment has been received by Loepfe AG.
If a delivery deadline was explicitly guaranteed in writing and not met, the Customer may claim compensation for the damage directly incurred by it as a result of the delay, provided that it can be proven that Loepfe AG was grossly negligent or intentionally at fault and the Customer can prove direct damage from such delay. Loepfe AG shall not be held responsible in particular for delays due to delays in delivery by third parties (for example, suppliers of spare parts), in the event of official decrees (including epidemic and pandemic protection measures, etc.) or in the event of force majeure. Further compensation for damages is precluded.
Loepfe AG reserves the right to charge the following storage costs three weeks after notifying the customer that the goods are ready for collection.
- CHF 90.00 for transport to the external warehouse (each way)
- CHF 40.00 storage costs per started calendar day (regardless of the size of the goods)
This applies regardless of whether the goods are new, preplacement goods or goods repaired by Loepfe AG.
6. Support
In order to set up the devices successfully, attendance of a free training course at the registered office of Loepfe AG is recommended. Apart from that, Loepfe AG can offer a maximum of 3 hours of support. Support shall be understood to mean any assistance provided in response to questions from the Customer in connection with the devices, regardless of the means of communication selected by the Customer (for example, by telephone, e-mail or video conference). Loepfe AG is free to select its preferred means of communication for support (for example, Microsoft Teams). However, expert online training cannot be provided. Any additional support provided by Loepfe AG is voluntary and will be charged at CHF 120.00 per hour.
7. Warranty and guarantee
Warranty rights are excluded to the extent permitted by law. Loepfe AG grants a warranty of 1 year for the repair or replacement of defective goods. Loepfe AG has the right to select the type of warranty service. The warranty does not apply to consumables such as foils or embossing wheels.
For parts not manufactured by Loepfe AG (in particular spare parts), a warranty exists only to the extent that Loepfe AG can also assert a warranty claim against the manufacturer/supplier. The Customer is responsible for ensuring that the goods reach the manufacturer/supplier within the warranty period.
The warranty is excluded if the item has been excessively used, improperly transported, assembled, used, cleaned, repaired or maintained by the Customer or by third parties to whom the Customer has made the item accessible.
Spare parts will only be shipped after receipt of the defective parts at the registered office of Loepfe AG. The same shipping and delivery conditions apply as for the original product. Replaced parts become the property of Loepfe AG.
There are no additional duties on the part of Loepfe AG, in particular the assumption of transport costs, travel expenses and costs for travel time for work at a location other than the registered office of Loepfe AG along with the costs for determining the causes of damage and expert opinions.
8. Liability
Liability for damages of any kind (in particular for consequential damages, loss of profit, etc.) along with liability for auxiliary persons are precluded to the extent permitted by law. Moreover, no costs for determining the causes of damage and expert opinions will be assumed. In the event of transfer to a third party, the Customer shall instruct such third party regarding the instructions, hazard warnings and the like received from Loepfe AG.
9. Retention of title
Loepfe AG remains the owner of the delivered item until the Customer has completely fulfilled all claims according to the contract.
As long as the retention of title lasts, the purchaser may not dispose of the delivered items. Neither the sale nor the renting, pledging or the like is permitted. The Customer is also obligated to handle the goods carefully and in accordance with the instructions for use.
If the agreed terms of payment are not complied with, Loepfe AG shall be entitled to assert its right of ownership by reclaiming the delivered goods. The Customer shall bear any associated expenses and shipping costs.
10. Intellectual property rights
All pre-existing intellectual property rights along with the rights to work results (plans, drawings, drafts, cost estimates, software, processes, and methods, etc.) arising in the course of the performance of the contract belong to and remain with Loepfe AG. The Customer may only use these for the intended purpose, and may not pass them on to unauthorized third parties, nor reproduce them or use them commercially.
11. Data protection
The data transmitted by the Customer will be used exclusively for the processing of orders. All data is treated with strict confidentiality. Data is only passed on to third parties (for example, shipping services or collection agencies) if this is necessary for the use of the respective service.
Loepfe AG assumes no liability for data security during transmissions via the Internet (for example, in the event of a technical error on the part of the provider or criminal access to files by third parties).
12. Requirement of form
Where written form is required, communication by e-mail is equivalent to written form.
13. Applicable law and area of jurisdiction
The legal relationship between the Customer and Loepfe AG shall be governed exclusively by Swiss law, excluding the conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods.
The exclusive area of jurisdiction for the assessment of disputes arising from the contract between Loepfe AG and the Customer is at the registered office of Loepfe AG. However, Loepfe AG shall be entitled to take legal action against the Customer at its place of business or to bring an action before any other competent court.
14. Deviations from and amendments to the General Terms and Conditions of Business
Individual deviations from these General Terms and Conditions of Business must be in writing to be binding. Loepfe AG reserves the right to change the General Terms and Conditions of Business at any time. The version valid at the point in time of entering into the contract shall apply in each case. The Customer shall be notified of changes to the General Terms and Conditions of Business for ongoing transactions. The changes shall be deemed accepted unless objected to within one month