1) CONFIRMATION OF ORDER AND ACCEPTANCE – The sale of our products is governed exclusively by these general conditions; any modifications, amendments, exceptions and/or cancellations must be agreed upon exclusively in writing and must be expressly accepted by flex4 Sagl In particular, in the event of flex4 Sagl receiving any requests for cancellations following the start-up of production, the seller reserves the right to refuse or accept them subject to partial payment of the supply depending on the state of progress of the production itself. Particular conditions (amounts, price, methods of payment, etc.) of individual orders will be those indicated in the individual offers sent by flex4 Sagl.; orders will only be accepted if they comply with the offers.
These general sales conditions are posted on the seller’s website (www.flex4.ch); in compliance with the offer made by flex4 Sagl, the order, even in the event of not being signed, foresees acknowledgement and acceptance of these general conditions.
Furthermore, these general sales conditions, will prevail over any other condition or agreement indicated by the client.
2) SAFEGUARDING OF KNOW-HOW – DRAWINGS – TECHNICAL DOCUMENTS – The client decisively undertakes not to disclose any technical or commercial information or any other data which he might learn about during the contractual relationship. In the event of any breach of the above on the part of the client, the seller reserves the right to claim compensation for damages. Likewise, all technical and commercial documents, drawings and designs that flex4 Sagl. might exchange with the client during performance of the contract will be subject to the same confidentiality clause.
In the event of any information and/or technical or commercial data disclosed by the client proving to be in violation of the right of industrial property or of the know-how or trademarks and/or patents of third parties, Flex4 Sagl. may not, for any reason whatsoever, be held liable for said violation and, in the event, of the seller proving to be involved in any dispute and/or legal proceedings, lodged against him by third parties for the violation of trademarks, patents, know-how or other industrial secrets resulting from information and/or documents received by the client, the latter undertakes to indemnify and relieve flex4 Sagl from any economic request for compensation and from any direct and/or indirect cost.
3) DELIVERY AND TRANSPORTATION – Flex4 Sagl. undertakes to respect the delivery times indicated in the order confirmation which, in any case, may not be considered mandatory but are purely indicative.
In the event of a possible written agreement stating an exact delivery time, Flex4 Sagl. may not be held liable for any possible delays in delivery due to causes of force majeure and/or to any fortuitous and extraordinary events (such as, for example, accidents, strikes, transport delays, natural calamities, difficulty in obtaining the raw materials, breakdowns in production plants, etc.) . Transportation of the goods is always at the expense and total risk of the client, regardless of the methods chosen either for transportation or for payment; even in the hypothesis in which, as a mere act of courtesy, Flex4 Sagl should directly organize transportation on behalf of the client, the risks involved will be at the client’s own responsibility and Flex4 Sagl, will be expressly exempted from any liability arising from.
4) GUARANTEE – Flex4 Sagl. warrants that it will assume responsibility for any faults and/or defects in the products sold and will undertake to replace same at no additional cost or, at the seller’s request, to reimburse the price paid subject to return of the goods. No compensation will be offered by the seller for any possible direct damage to either the client’s systems or end product. This guarantee will only be valid on condition that:
a) the client sends written notification, within the 8 day deadline stipulated from the date of delivery, detailing any obvious or evident faults and/or defects;
b) the client sends written notification, within the 30 day deadline stipulated following discovery, detailing faults and/or defects that were not immediately evident or only evident following their use and in any case not later than one year after delivery;
c) that the client has provided suitable and sufficient “technical specifications”, with respect to which the product conforms, regardless of the final application of the product.
d) that the client has used the product in accordance with the instructions and technical methods specified.
In the event of a controversy regarding the existence of a fault and/or defect reported by the client, this guarantee will not be valid in the case in which the client has not kept, for at least 90 days from notification, the faulty and/or defective product for a cross check between the parties or if within one year from the date of delivery the client has not taken steps to instigate preliminary investigation proceedings.
In any case, Flex4 Sagl. may not be held liable for any indirect damages resulting from loss of earnings or a reduction in production.
5) JURISDICTION – Any controversy, claim or dispute arising between the parties in connection with the interpretation and fulfilment of this sales contract will be referred to the exclusive jurisdiction of the Courts of Lugano. This sales contract is likewise exclusively governed by Swiss Law.