GENERAL TERMS AND CONDITIONS OF LAYFLAT.COM. AG
General: The following General Terms and Conditions shall apply to all deliveries and services of the LAYFLAT.COM AG (hereinafter referred to as "LAYFLAT") which are applicable on the basis of a Purchase contract with Channel Partners, Distributors, Consultants or End-Users,provided that no written different provision has been agreed to. Differently worded or contrary terms and conditions of the customer shall only apply if they have been explicitly accepted by LAYFLAT in writing. Existing terms and conditions are binding insofar as they are declared to be applicable in the offer or in the order confirmation.
Industrial property rights: LAYFLAT retains the right of property and copyright to figures, drawings or other documents which the customer already receives before conclusion of the contract. These may not be made available to third parties. Before disclosure of these to third parties, the customer must obtain express written approval from LAYFLAT.
Offers and order confirmations: Our offers are always non-binding.
Contracts shall be deemed to be accepted only after written order confirmation and the listed, performed deposit payments have been made. The deposit payment must be made within the period of one week. The delivery times in the order confirmation shall be extended if the deposit(s) are not made in due time. LAYFLAT has the right to withdraw from the contract for delay of deposit without obligation to indemnify or move the delivery to a later date than listed in the order confirmation. Our written order confirmation shall be decisive for determining the scope and conditions of the delivery. Deviations in the order confirmation from previously reached agreements shall be deemed to be approved if the customer does not object to these in writing within two business days.
LAYFLAT reserves the right to deviations from agreed scope of supply, which are deemed necessary due to the consideration of changes of legal or technical standards. Desired changes of the customer with regard to the content of the services to be rendered after conclusion of the contract (e.g. retrofitting or enhancement work) shall be considered by us in the scope of our operational capacities and only for an additional remuneration according to our separate offer or our prices which are valid at the time of the acceptance of the change requests. All requests for changes and enhancements must be made in writing. Offer documents, drawings, descriptions, samples and cost estimates to our machines and materials may not be passed on, published, copied or otherwise made available to third parties. The documents, without retaining any copies, shall be returned on demand.Prices and terms of payment: All prices are understood to be without VAT. The stated prices shall apply, provided nothing different has been agreed, are non-binding exworks, without packaging. For domestic deliveries of acquisition of the machines from the factory, the legal Swiss VAT shall be additionally owed, insofar as the customer does not bring the export papers. For deliveries to foreign countries, the legal VAT and/or possible import customs shall be additionally owed. For international invoices, these shall not be stated separately and are normally to be directly paid to customs or the transport company upon import. Transport costs and insurance, as well as travel costs for commissioning are not included in the offer. No VAT payments shall be made by LAYFLAT, and also not as advance payment. The delivery always takes place ex works at the customer's risk and expense, this also applies for deliveries by LAYFLAT's own vehicles.
The invoices from LAYFLAT are payable within 30 days from the date of invoice, strictly net and without deduction. Advance payments within date noted on the advanced payment. Transfer fees assessed by the customer's bank shall be paid by the customer. No check payments and/or exchange shall be accepted. Agreed deposits and advanced payments are due immediately after occurrence of the respective milestones. Place of fulfilment for the payment is Regensdorf (Switzerland). Claims by the customer for the right to offset against other contractual relationships or from guaranty claims is expressly excluded.
If the customer falls into arrears, LAYFLAT shall be entitled to charge the customer a default interest in the amount of the Libor valid in the currency to 1 month basis plus 3% (annual interest/360 days) calculated as of the date due of the demand. The proof of a higher default damage remains reserved. If the customer falls behind with a due payment completely or partially, LAYFLAT is entitled, after unsuccessful expiration of an appropriate deadline, to claim for the damages arising due to the delay or alternatively either to renounce the subsequent services and demand compensation for the arising damages or withdraw from the contract and refuse the promised services and/or reclaim the already provided services.
During the duration of the default of the customer, no guarantees shall be provided by LAYFLAT, Channel Partners or Distributors. LAYFLAT is not obligated to provide services or deliveries until settlement of the due accounts. LAYFLAT is entitled to shut down the machine for default and enable it only after complete payment.
If the customer withdraws from the contract after the advance payment, in all cases the advanced payment shall be kept by the seller, be it LAYFLAT, a Channel Partner or a Distributor, without proof of damage and no claim for repayment. Moreover, LAYFLAT may make a claim against damages that go beyond those which the advanced payment might cover.
The payment is always to be paid in the currency listed in the order confirmation. Possible differences in currency shall be borne by the customer fully.
If an insolvency proceeding is applied for and/or initiated concerning the assets of the customer, LAYFLAT is entitled to withdraw from the unfulfilled part of the contract.Compensation, retention: The customer is only entitled to rights of compensation or retention when his guarantee claims are determined to be legally binding, undisputed or recognized by us. Furthermore, he shall only be authorized to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.
Retention of title: The products delivered by LAYFLAT shall remain the property of LAYFLAT until fulfilment of all requirements. The goods may neither be sold, mortgaged nor assigned away or placed at a different location without written approval by LAYFLAT until complete payment.
Delivery term, transport and passing of the risk: The delivery term begins with the receipt of the order confirmation respectively as far as confirmed, with the receipt of the advanced payment, sample and with clarification of the technical details. It is fulfilled, when the delivered good has left the factory or the delivery readiness has been reported up to the point in time of expiry of this term. Changes of the service content agreed to with the customer lead to the suspension of agreed delivery dates and deadlines, provided nothing else has been agreed to.
Cases of force majeure, strikes, lockouts and/or other unforeseeable events, may these affect LAYFLAT or a sub supplier, shall release LAYFLAT from any accepted delivery obligations. In such cases, LAYFLAT is entitled to extend the delivery by an appropriate term. If the delivery period specified by LAYFLAT is exceeded by more than 4 months, the customer is only entitled, after granting a grace period of one month, to withdraw from the contract. LAYFLAT shall in no case be held liable for lost profits and sales of the customer and possible consequential damages resulting therefrom.
The compliance with our delivery obligation requires the timely or proper fulfilment of the customer's obligations (e.g. timely receipt of the agreed advanced payments, on-time provisioning by the customer of the documents, approvals, specifications in technical regards to the workpieces or workpiece samples). Our delivery time shall be extended appropriately if the customer is not able to properly fulfill his obligations in a timely manner. Partial deliveries are allowed, provided the items to be delivered are completed units or independent individual components.
Benefits and risks are transferred to the customer as soon as the product has left the factory or the distribution center. However, the property rights shall apply according to section 6 "Retention of Title".Examination and approval of the products: Upon receiving, the customer must immediately inspect the goods for transport damage and immediately notify the freight carrier of any possible claim and send a copy of this to LAYFLAT, and the Channel Partner or Distributor in charge.
Immediately after completion of the installation, the customer must check whether the properties of the product meet the contractual agreements. The customer shall confirm this with its signature on the LAYFLAT acceptance report.
The customer must obtain express written approval by LAYFLAT or the Channel Partner or Distributor in charge for independent installation and commissioning the product resp. the device. LAYFLAT must be immediately notified in writing of any possible defects; otherwise, the delivered products shall be deemed to be accepted. In all cases, the burden of proof for defects and damages shall be incumbent upon the customer. LAYFLAT shall not be liable for damages caused by the independent installation and commissioning of the product resp. the device by the customer. The guarantee shall expire in such cases.Guarantee, liability for defects
Scope of guarantee and services: For all factory-new products and components, except for the data server, LAYFLAT or the Channel Partner or Distributor in charge guarantee that every new product is free of manufacturing and material defects within the guarantee period defined in section 9.3. Wear parts, which includes, for example, drive belts, brake and clutch linings and transport rollers, are not covered by this guarantee. A detailed list of the wear parts is available separately.
Should a part, which is covered by the guarantee, not function or malfunction during the guarantee period, LAYFLAT , the Channel Partner or Distributor in charge will either perform a repair or replacement of the faulty part at its discretion at no cost to the customer. The delivery costs from and to LAYFLAT, as well as any compulsory customs, fees and taxes on such guarantee parts shall be carried by the customer. Should a repair or a replacement be necessary on-site by one or more LAYFLAT employees, the working and travel times shall be carried by LAYFLAT, however, all actual travel costs for these employees, including but not limited to flights, overnight expenses, rental vehicle, telephone costs and meals shall be paid by the customer. These costs are expressly excluded from the guarantee.Guarantee period: The guarantee period for all products is limited to 1 year after start of the guarantee, which is defined under item 9.4.
Used machines: For used, reconditioned machines, the guarantee period is 6 months.
Start of the guarantee period: The guarantee starts on
the day on which the customer confirms in writing the correct installation of the product.
the day on which the customer starts with the sale of the goods produced or the products, independently of whether the customer still asserts claims of defects or not.
The earliest stated dates shall be deemed to be the start of the guarantee period.
Warranty limitations and guarantee conditions
With the exception of the above-described and -limited guarantee, LAYFLAT shall assume no guarantee services of any kind either expressly or implicitly. Moreover, no representatives or other persons are authorized for the acquisition of further guarantee obligations.
In the following cases any guarantee and liability of LAYFLAT is excluded:
If the customer does not check the delivered parts and thus defects go undiscovered
If notice of defects is not immediately lodged after discovery of the defect
For improper handling and careless maintenance by the customer or third parties
For installations, repairs or configuration changes by the customer or third parties without written approval of LAYFLAT, the Channel Partner or Distributor in charge, as well as for other unauthorized interventions in hardware, software and complete system
For abnormal physical stress (temperature, moisture, etc.), for voltage peaks with the electrical supply or for damages due to accidents
For force majeure (e.g. flood, earthquakes, severe weather, fire, etc.) and
For infection of computers by computer viruses
For non-adherence to the current software version (maintenance releases, mandatory releases) according to specification by third parties and LAYFLAT
If modifications or further developments to existing software (specification) are made without consulting with LAYFLAT.
If unapproved materials (e.g. glue, lubricants or similar) are used on the product
For operation of the product outside of the specifications or improper use.
If papers that are not approved by LAYFLAT are used.
A liability for normal wear and tear is excluded.
Guarantee claim procedure: For occurring malfunctions or other defects, the responsible service manager of LAYFLAT, the Channel Partner or Distributor must be notified immediately. The Service department can be notified in writing (mail / fax) or via telephone during normal business hours. In all cases, notice of defects must be made in writing.
Returns will only be accepted after prior agreement and with approval by LAYFLAT. Returned parts must be packaged carefully and be identifiable by the RMA number (RMA = Return Material Authorization) provided by LAYFLAT.
A retention or reduction of the invoice amount according to Item 4 due to any complaint or for guarantee claims is prohibited.
LAYFLAT, the Channel Partners or Distributor reserve the right to charge in full for work assignments that do not fall under the guarantee or are not covered by it.Liability: Further claims by the customer other than the ones stated here shall be excluded. In particular, all claims for damage, reduction, cancellation or withdrawal from the contract not expressly stated above shall be excluded.
Any kind of liability by LAYFLAT, the Channel Partner or Distributor in charge for direct or indirect losses are categorically excluded, insofar as they have not be caused by gross negligence or premeditation on the part of LAYFLAT, the Channel Partner or Distributor in charge.
In no case shall claims of the customer be admissible for compensation for damages, which have not arisen on the products themselves, such as damages to personal property, photo-sensitive materials or damages due to work and production downtimes, usage losses, loss of orders, lost profits and from any other direct or indirect damages.
Software: The corresponding operating and application software is provided with the products of LAYFLAT. This is protected by copyright and the customer is only authorized to use this software for its own use and in conjunction with the products on which it has been installed.
The customer is prohibited from making the provided software available to third parties or from transferring it to third parties. The customer must notify LAYFLAT, the Channel Partner or Distributor in charge about backup copies of the software made by the customer. These copies must carry the copyright notice of LAYFLAT. LAYFLAT is entitled to make changes to the software at any time, provided this serves to improve the use of the delivered devices.Data protection: Customer Data are only collected, used or stored by LAYFLAT for the purpose of fulfilling the obligations of the Purchase Contract. The Purchaser explicitly agrees that these date may be passed on to Third Parties, if this is necessary.
Verbal agreements: Verbal agreements, which deviate from the existing General Terms and Conditions or which supplement these, shall only be valid if they have been confirmed in writing by LAYFLAT, the Channel Partner or Distributor in charge.
Applicable law and jurisdiction: The legal relationship between LAYFLAT and the Purchaser, be it a Channel Partner or Distribuotor or a customer, is subject to Swiss law. Place of fulfilment and exclusive jurisdiction is Lucerne, Switzerland. However, LAYFLAT is entitled to sue the Purchaser at its place of jurisdiction.
The Purchase Contracts of the Channel Partners or Distributors with the Customers may contain differing rules.
Swiss law shall also apply to international deliveries. The application of UN purchase law or other international standards of commercial law are excluded.Severability clause: Should the individual provisions of these General Terms and Conditions be or become invalid and/or incomplete, the remaining provisions of these General Terms and Conditions shall remain valid.
