AGB

General Terms and Conditions (GTC) of Earline AG (version dated January 01, 2021)

I. Scope of application and validity

1. These General Terms and Conditions apply to all contracts between Earline AG (hereinafter referred to as EL) and its customers, unless otherwise expressly agreed in writing or prescribed by law. They replace all previous versions.
2. By accepting the offer or concluding the contract, the customer accepts these General Terms and Conditions in full.
3. The conclusion (signing) of the contract is also deemed to be the ordering of goods and services (hereinafter referred to as the product) via the Internet (web store), provided that this order has been confirmed by EL to the customer by e-mail.
4. The customer's general terms and conditions shall not apply.
   

II Offers

1. If an offer is not expressly limited in time, EL shall remain bound for 30 days from the date of the offer.
2. By accepting the offer or signing the contract, the customer confirms that he has disclosed all information, specifications, facts and circumstances relevant to the correct and agreed execution of the contract to EL.

III Services, changes to services and obligations to cooperate

1. The nature and scope of the service to be provided by EL are set out in the accepted offer or the signed contract. Reference may be made to further documents therein.
2. Verbal information and promises as well as the illustrations and (technical) details contained in brochures, catalogs and other information documents do not constitute guarantees or warranted characteristics and are non-binding unless they have been expressly warranted in writing by EL.
3. Minor deviations are reserved and do not entitle the customer to make a complaint. Significant changes to services, however, are only possible by mutual agreement and in writing.
4. In consultation with EL, the customer must carry out or have carried out all work and activities necessary for the correct implementation of the contract in due time and form. He shall take all measures necessary for the correct implementation of the contract on his part and fulfill his obligations to cooperate.
5. EL is entitled to terminate the contract without notice after a single written reminder to the customer if the customer fails to meet its obligations to cooperate in any way, irrespective of the reasons for the customer's failure to comply with its obligation to cooperate.
6. In addition, EL is entitled to reimbursement of the costs incurred and the damage actually suffered (compensation), irrespective of whether the contract is terminated without notice or not, and to payment of a contractual penalty of CHF25,000 (in words: twenty-five thousand Swiss francs) in the event of termination without notice.

IV. Returns

1. Delivered products cannot be returned without EL's written consent.
2. If EL has given its consent, the product will only be taken back if it is unused, undamaged, unopened and in its original packaging. The final decision on the fulfillment of the aforementioned criteria and a corresponding return lies solely with EL.
3. All costs associated with the return shipment shall be borne by the customer.

V. Delivery periods and terms of delivery

1. Unless otherwise agreed in the offer or contract, the usual delivery period is 21 days for earmold products (earmolds), 5 days for products from stock and 12 weeks for products from overseas. All delivery times are approximate and therefore non-binding.
2. Unless otherwise agreed in the offer or contract, the place of performance is generally the registered office of EL.
3. Unless otherwise agreed in the offer or contract, the customer shall bear the costs of packaging, postage, insurance and transportation when the products are dispatched or delivered. In this case, shipment or delivery shall be made to the delivery address specified by the customer and at the customer's risk, whereby shipment and delivery shall generally be limited to the territory of Switzerland, Liechtenstein, Germany and Austria.
4. Partial deliveries are possible.

VI Remuneration

1. Unless otherwise agreed in the quotation or contract, EL's invoices are payable within 30 days of the invoice date, strictly net, without discount or other deductions, plus VAT, in Swiss francs.
2. Invoicing is also possible for partial deliveries.
3. It is not permitted to withhold or reduce payments due to asserted warranty claims.
4. After expiry of the relevant payment deadline, the customer is automatically in default and owes default interest of 5% without any further reminder.
5. If the customer is in default, EL may refuse to provide all its services, including warranties, without being liable for any resulting damages. In addition, EL may continue to demand fulfillment of the contract or withdraw from the contract and demand compensation for damages (positive or negative contractual interest).
6. In the event of default by the customer, EL is expressly entitled to provide all its services (existing and future obligations) only against advance payment and to demand immediate payment of claims that are not yet due.

VII Retention of title

1. The products remain the property of EL until payment has been made in full. EL is entitled to register a reservation of title in accordance with Art. 715 et seq. of the Swiss Civil Code for the goods delivered by it until they have been paid for in full.

VIII Inspection, notification of defects and approval

1. The customer must inspect the delivered products within 10 days of receipt and notify EL immediately in writing of any defects found.
2. If the products are not inspected within 10 days of receipt, they shall be deemed to have been approved. Clause 29 remains reserved.
3. Any (hidden) defects discovered later, but within the warranty period, must be reported to EL immediately in writing, otherwise the products shall also be deemed approved with regard to these defects.

IX. Warranty

1. EL guarantees the customer that the products supplied are free from material or manufacturing defects for a period of 12 months from the date of delivery. Excluded are damages resulting from normal wear and tear, inadequate maintenance, disregard of operating or usage instructions, excessive use, improper intervention by the customer or third parties or which are otherwise caused by the customer himself. Also excluded are damages which are due to the fact that instructions issued by EL after receipt of the complaint are not followed.
2. For defects covered by the above warranty provisions, EL will, at its own independent discretion, either repair or replace the defective products free of charge in lieu of the statutory remedies. If the customer accepts an inferior product instead of repair or replacement, EL will, at its own independent discretion, credit the customer accordingly.
3. Further claims, in particular claims for damages, are expressly excluded.
4. We reserve the right to make technical design changes that do not impair the intended use of the products and do not constitute a defect.

X. Liability

1. The customer uses and applies the products at his own risk and under his own responsibility. In particular, he is responsible for training and monitoring the correct use and application of the products by his employees, assistants, customers and other third parties.
2. EL's liability for direct or immediate damages as well as for indirect or consequential damages is expressly excluded to the fullest extent permitted by law.
3. Liability for auxiliary persons pursuant to Art. 101 OR is also excluded in full.
4. The exclusion of liability applies to both contractual and non-contractual claims

EL's liability for damages caused by intentional or grossly negligent behavior remains reserved (Art. 100 para. 1 OR). Claims arising from product liability or other mandatory statutory provisions are also reserved.

XI. Termination of contract in the event of extraordinary events

1. In the event of force majeure (e.g. war, natural disasters, strikes, boycotts) or legal impossibility, the contracting parties shall negotiate any adjustment or termination of the contract.
2. If the contract is terminated in accordance with clause 39, services rendered to date shall be mutually settled and compensated accordingly. No further claims can be asserted.

XII Final provisions

1. EL is entitled to call in auxiliary persons to fulfill the contract.
2. The customer is aware that EL will process personal data within the meaning of the Swiss Data Protection Act (DSG) itself or with the help of third parties as part of its activities and that this data will be used to process the contract. The customer's personal data may be used by EL in particular to maintain business relationships and for marketing purposes, for credit information and credit checks.
3. The rights and obligations arising from the contract may not be assigned or otherwise transferred to third parties without the written consent of the other party.
4. All amendments and additions to the offer or the contract and these GTC must be made in writing and require the mutual consent of the parties in order to be legally effective. This also applies to this written form clause.
5. Should a provision of the offer or the contract or these GTC be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision which, from the point of view of the parties, comes closest to the economic objective associated with the invalid or unenforceable provision. A loophole shall be closed in the same way.
6. The legal relationship shall be governed by Swiss law to the exclusion of international treaty law, in particular the United Nations Convention on Contracts for the International Sale of Goods and Conflict of Laws (CISG).
7. Disputes shall be judged by the ordinary courts. The place of jurisdiction is (subject to other mandatory jurisdiction provisions) at the registered office of the seller.