1 General
1.1 These GPC are a binding component of all purchase contracts between Image Wear AG and the supplier. They shall also apply to subsequent orders without the buyer having to refer to these terms and conditions again. Image Wear AG shall be entitled to unilaterally amend or supplement the GPC at any time. The current AEBs shall apply in each case.
1.2 Individual written agreements between Image Wear AG and the supplier shall take precedence over these GPCs, insofar as they deviate from them.
1.3 The GTPs of Image Wear AG shall apply exclusively. General terms and conditions of business or sale of the supplier shall not become part of the contract even if they are known, unless Image Wear AG expressly agrees to their validity in writing. and in writing.
2 Offer and conclusion of contract
2.1 The offer of the supplier (including demonstration, delivery of related documents, samples and documents, samples and models) shall be made free of charge, even if Image Wear AG as a potential buyer subsequently rejects the offer.
2.2 If the offer deviates from the request for quotation from Image Wear AG, the supplier shall expressly point this out in writing.
2.3 The supplier shall expressly point out in writing if industrial property rights of third parties restrict the use of its deliveries and services by Image Wear AG.
2.4 If the supplier fails to limit its offer, it shall remain bound by the offer for 2 months from the date of the offer.
2.5 The contract shall be concluded by written order from Image Wear AG. The written form shall also be deemed to have been met by remote data transmission, in particular by fax or e-mail. shall be deemed to have been complied with.
2.6 If the supplier intends to have goods or works ordered from him manufactured by third parties third parties, our consent must be obtained in good time, stating the of the subcontractors.
2.7 The order must be confirmed by the supplier within a period of 5 working days after the order date. If this does not happen, Image Wear AG shall be entitled to Image Wear AG shall be entitled to cancel the order without the supplier derive any claims from this.
3. terms of payment
3.1 The remuneration covers all services necessary for the proper fulfillment of the contract. fulfillment of the contract. In particular, the remuneration covers packaging, transportation and insurance costs, expenses, license fees and all transport and insurance costs, expenses, license fees and all public public charges (e.g. value added tax, customs duties), unless explicitly agreed otherwise (e.g. otherwise agreed (e.g. ex works delivery).
3.2 In the event of defective performance, Image Wear AG shall be entitled to withhold payment pro rata until proper fulfillment.
3.3 Price adjustments require the consent of both parties to be valid. parties in order to be valid.
4 Execution and delivery conditions
4.1 The supplier shall immediately notify Image Wear AG in writing of any circumstances that jeopardize the contractual fulfillment, and shall inform Image Wear AG in writing of all further developments about all further developments which, for technical, economic or other reasons reasons a change in the scope or nature of the services appears appropriate. services.
4.2 Premature deliveries or partial deliveries require our prior consent. In this case, Image Wear AG shall be entitled to charge us for any costs costs (storage costs etc.) arising from the premature delivery from the purchase price. from the purchase price.
4.3 Each shipment shall be accompanied by a delivery bill in duplicate. The delivery bills must contain information about the contents and the buyer’s order number. contain.
4.4 The place of performance shall be the destination specified by Image Wear AG in the order. Benefit and risk shall pass to Image Wear AG at the place of performance.
4.5 Delivery dates and deadlines specified in the order shall be binding. The receipt of goods at the place of performance shall be decisive for compliance with the delivery date.
4.6 If the supplier realizes that the agreed ex works deadlines for production orders cannot be met, it shall immediately notify Image Wear AG in writing, stating the reasons and duration of the delay, and shall take all necessary countermeasures at its own expense to prevent a delay and any damage caused by delay.
4.7 In the event of non-compliance with the agreed delivery date pursuant to 4.1, the provider undertakes to pay a contractual penalty of 5% for each week of delay from the date of the agreed week of delay from the date of the agreed delivery date, up to a maximum of 25% of the value of the delayed delivery.
4.8 The imposition of the contractual penalty does not release the supplier from its obligation to fulfill the contract.
4.9 Image Wear AG shall be entitled to claim the contractual penalty in part or in full at any time or in full at any time. If Image Wear AG does not immediately this right immediately, this shall not constitute a waiver of the right to claim the penalty at any time. assertion of the contractual penalty at any time. A waiver can only be assumed be assumed if the contractual penalty has not been claimed at the latest 3 months after complete fulfillment of the contract.
4.10 The right to assert claims for damages is expressly reserved, if the contractual penalty is not sufficient to cover the damage and the provider does not prove that he is not at fault.
5 Warranty
5.1 The supplier warrants that its deliveries and services have the agreed properties, as well as those properties that Image Wear AG may assume in good faith even without a special agreement.
5.2 The inspection and complaint obligations of Art. 201 OR for deliveries and services are excluded. In the event of a defect, Image Wear AG shall be entitled to the statutory warranty rights pursuant to Art. 205 et seq. of the Swiss Code of Obligations at its discretion.
6 Industrial property rights
6.1 Documents and know-how that Image Wear AG has provided to the supplier for the preparation of the offer or in the context of the fulfillment of the contract may not be modified or used for any other purpose. The documents shall remain the property of Image Wear AG and shall be returned by the supplier upon first request. The supplier shall inform the third party commissioned by him (e.g. subcontractor) of the corresponding obligation. Image Wear AG reserves the right to take action against unauthorized use (e.g. duplication, distribution) of the documents, even in modified form, and other violations of the rights to which it is entitled.
6.2 The supplier warrants that the delivered goods do not infringe any patents or other industrial property rights of third parties and shall fully indemnify Image Wear AG against all claims of third parties based on alleged or actual infringements of industrial property rights of any kind.
7. prohibition of assignment and pledging
7.1 The claims to which the supplier is entitled from the order may neither be assigned nor pledged without the prior written consent of Image Wear AG.
8 Confidentiality and data protection
8.1 The parties shall treat all information and data from the contractual relationship as confidential, which are neither public knowledge nor generally accessible, even if they are not marked as confidential. In case of doubt, all information shall be treated as confidential. Statutory duties of disclosure remain reserved.
8.2 The duty of confidentiality already exists before the contract is concluded and continues to apply unchanged after the end of the contractual relationship.
8.3 This also applies to any third parties commissioned by the Provider.
8.4 Any collection, processing and use of data serves exclusively to provide our services. Our more detailed privacy policy can be found on our website. If the provider uses or processes data provided by Image Wear AG, it shall comply with the provisions of the applicable data protection laws.
9 Applicable law / place of jurisdiction
9.1 The contract shall be governed exclusively by Swiss law. The application of the United Nations Convention on Contracts for the International of April 11, 1980 (Vienna Sales Convention) is expressly excluded.
9.2 The place of jurisdiction for all disputes arising between the parties shall be the competent the competent ordinary court at the current registered office of Image Wear AG. of Image Wear AG.