These general conditions of sale (hereinafter the “General Conditions”) govern the terms and conditions of sale applicable to the products and services that are sold by Ferno (Schweiz) AG (hereinafter the “Seller”), domiciled at Cheerstrasse 16 / 6014 Littau Luzern - Switzerland (CH), to its Customers (hereinafter the “Purchaser”) domiciled in Switzerland or abroad.
All contracts for the sale of products by Ferno (Schweiz) AG are governed by these General Conditions, which are an integral and essential part of each quotation, order and order confirmation for the purchase of products. The Purchaser shall read carefully these terms and conditions.
1.1 The orders received by Ferno (Schweiz) AG are only deemed accepted if the Purchaser accepts in writing the quotation and the specified conditions of sale, sending a copy of the quotation signed for acceptance by the specified deadline.
1.2 Upon receipt by Ferno (Schweiz) AG of an accepted quotation or a direct order, the Purchaser is sent an order confirmation. In both cases, the order confirmation makes reference to the accepted quotation/direct order and contains a summary of each product ordered and its price, together with the applicable taxes, the methods of payment and delivery chosen for the products purchased.
1.3 The Seller's order confirmation is automatically deemed accepted unless a communication to the contrary is received by the Purchaser within 3 days.
1.4 Orders that have been properly accepted by Ferno (Schweiz) AG cannot be cancelled by the Purchaser without written consent from the Seller.
2.1 The prices of the products are those stated in the price list issued by Ferno (Schweiz) AG, in force at the time of submission of the order by the Purchaser, or if the product is not included in the price list, those stated in the quotation and confirmed by Ferno (Schweiz) AG at the time of accepting the order.
2.2 Prices do not include the cost of transportation from the premises of Ferno (Schweiz) AG to those of the Purchaser. These costs shall be borne separately by the Purchaser.
2.3 Taxes and any and all alignment costs incurred to ensure the conformity of the product with local regulations shall be borne by the Purchaser. Such alignment work shall only be carried out if not in contrast with national and European regulations, and only after written acceptance from Ferno (Schweiz) AG.
2.4 Ferno reserves the right to change its prices as a result of events essentially beyond its control that affect the cost of production, or of significant changes in the euro/dollar exchange rate.
3.1 Deliveries are usually made by courier, unless different arrangements are made with the Purchaser in writing. All costs incurred for the transport and delivery of the products shall be borne by the Purchaser.
3.2 For ex works shipments, the responsibility of the Seller ceases at the moment in which the product is handed over to the courier. All risks deriving from damage to or loss or destruction of the product during transportation shall be borne by the Purchaser.
3.3 The delivery terms (estimated shipment date) indicated by Ferno (Schweiz) AG in its order confirmations are understood to be indicative and do not bind Ferno (Schweiz) AG, which shall not recognise indemnities of any kind for any direct or indirect losses deriving from delivery delays or the total or partial interruption or termination of the supply due to such events as wars, revolts, embargoes, requests from governments or military authorities, fire, flood, adverse atmospheric conditions, earthquakes, accidents, quarantine restrictions, strike, transport delays, unavailability of vehicles, fuel, labour, materials, and all other events that are beyond the control of the Seller.
3.4 Delivery delays do not authorise the Purchaser to cancel the order without prior authorisation from Ferno (Schweiz) AG. The Purchaser is only entitled to cancel the order, without demanding damages or indemnities of any kind, if the delivery delay with respect to the estimated shipment date exceeds six months.
4.1 Payments shall be made by the due dates, on the basis and in the currency indicated on the invoice.
4.2 With reference to Directive 2011/7/EU of the European Council and of the Council of 16/02/2011, on combating late payment in commercial transactions, a minimum flat-rate charge of euro 40.00 shall be applied pursuant to art. 6 “Compensation for recovery costs”; without prejudice to the collection of any higher administrative expenses incurred for credit recovery work and default interest charged at the ECB rate uplifted by 8 percentage points, as well as to the reservation of title under international law until payment has been made.
4.3 Any complaints about the products and/or their delivery shall not be used, under any circumstances, to justify the suspension of payments or payment delays.
5.1 Ferno (Schweiz) AG shall be entitled to suspend deliveries of the products ordered and confirmed if:
a) the Purchaser violates even just one of the established conditions of sale;
b) if the Purchaser is found to have violated these conditions with respect to any order or to be in financial difficulties.
5.2 All supplies are subject to the payment of outstanding receivables.
6.1 The Intellectual Property Rights over products, trademarks, texts, images, videos, presentations, copyrights and all else, without exception, are the total and exclusive property of Ferno (Schweiz) AG.
6.2 The Purchaser agrees not to do anything incompatible that might, in any way, prejudice the rights of Ferno (Schweiz) AG.
6.3 The Purchaser is not, under any circumstances, authorised to register, utilise or modify the trademarks applying to the supplied products.
6.4 The Purchaser is not, under any circumstances, authorised to utilise the trademarks applying to the supplied products for promotional activities without formal, prior written authorisation from Ferno (Schweiz) AG.
7.1 The Purchaser is responsible for all legal consequences arising under local and national legislation, and other rules and regulations, for the use and installation of the products.
8.1 These general conditions, together with any specific written agreements, represent the entire agreement between the Seller and the Purchaser and cannot be modified and/or amended without written consent from the Seller.
8.2 Any exceptions made shall not invalidate these general conditions and shall only apply to the specific order/contract for which they were agreed.
9.1 These general conditions of sale are governed by the laws in force in Switzerland. All disputes arising in relation to the interpretation, validity and/or implementation of these General Conditions shall be referred to the sole jurisdiction of the Luzern Court.