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General Terms and Conditions of de Sede AG
Online Boutique for Customers located in the European Union
§ 1 General
(1) The mutual rights and responsibilities shall be governed by our following General Terms and Conditions for Online Commerce (“GTC”). Your contractual partner is de Sede AG, Oberes Zelgli 2, CH 5313 Klingnau (Switzerland), telephone: +41 (0)56 2680 111, Fax: +41 (0)56 2680 121; e-mail: firstname.lastname@example.org; Managing Director: Monika Walser; Management: Arben Mehmeti, Ralf Koch, Ulrich Kössl, Willy Wenger; Commercial Register: Commercial Court of the Canton of Aargau -CHE-225.845.090-.
(2) These General Conditions shall not apply to (1) a person who, when concluding the Agreement, does so in the capacity of his or her commercial or independent professional activity (entrepreneur) and (2) legal persons under public law or a special fund under public law.
(3) Deviations from these GTC shall be valid only if they are agreed in writing in the individual agreement entered into with the Customer.
(4) Should a provision of our GTC be or become invalid, this fact shall have no bearing upon the validity of the remainder of our GTC. The Parties now covenant to replace any invalid clause with an valid one that reflects or comes economically as close as possible to the terms of the invalid clause.
§ 2 Conclusion and Content of the Agreement
(1) Our offers in the Online Boutique shall be non-binding. By clicking on the “Purchase for a fee” button, the Customer submits a legally binding offer to us for the purchase of the product(s) in the shopping cart. A legally valid purchase agreement shall come into effect only following our order confirmation via e-mail.
(2) Information, advice on application-related questions, etc., shall always be provided without obligation and without any liability. Samples provided to the other Party shall be non-binding with regard to their properties, unless we guarantee these properties in writing.
(3) All sales shall be concluded only subject to the delivery dates, quantities and qualities as specified in the shopping cart.
§ 3 Delivery and Delivery Date
(1) Unless otherwise agreed, the merchandise shall be delivered from the registered office of de Sede AG in Klingnau (Switzerland). We shall select the shipping method and route, subject to our effort to achieve as cost-effective a shipping method as possible, and to take customer requests into account.
(2) At our option, we shall deliver via package delivery or forwarding agent and shall inform you of the expected delivery date when we confirm your order.
Based on experience, the delivery period for deliveries to the EU is 2-5 working days from receipt of the order confirmation by the Customer.
§ 4 Payment
(1) You will receive our invoice by e-mail sent to the billing and delivery address transmitted to us. Each invoice includes VAT, customs duties and transport costs.
(2) Your payment will be made by credit card or upon advance payment. In the case of advance payment, you shall transfer the invoiced amount within 10 calendar days. We shall reserve the merchandise for you for this period of time. The amount to be paid is comprised of the purchase price and delivery costs. You must indicate the order and invoice numbers when transferring the funds.
(3) Payments shall always be devoted towards settling the oldest receivable due for payment, along with any accrued interest on arrears.
(4) In any case, the postmark date shall be decisive for the date of payment settlement. In the case of a bank transfer, the day that precedes our bank’s credit memo shall be deemed to be the date of payment settlement.
(5) Payments made after the due date shall be subject to interest equal to 5 percentage points above the applicable base rate.
(6) We shall not be under an obligation to make any further deliveries under any current agreement prior to full payment of invoice amounts due including interest. This shall be without prejudice to the assertion of any claims for damages for arrears.
(7) In the event of payment arrears on the part of the Customer, or in the event of imminent insolvency or other material deterioration in the Customer’s financial circumstances, we may, after setting a grace period of 10 working days for outstanding deliveries under any current agreement, withdraw from the Agreement or lodge claims for damages.
(8) Any offset or retention of invoice amounts due shall be permissible only for claims that are undisputed or that have been established as a matter of law. Other deductions shall not be permitted.
§ 5 Retention of Title
The delivered merchandise shall remain our property until payment has been provided in full.
§ 6 Right of Withdrawal for Consumers
(1) Our customers shall be entitled to withdraw from the purchase agreement concluded with us within 14 days without providing reasons.
The withdrawal period shall be equal to 14 days from the date
(i) on which the Customer or a third party designated by the Customer, which is not a freight carrier, has received the merchandise; or, if the Customer has ordered multiple items from us within the scope of a uniform order and the items are delivered separately, as soon as the Customer, or the third party the Customer has designated, which is not a freight carrier, has received the final items of merchandise, or
(ii) on which the Customer, or the third party the Customer has designated, has received the last partial shipment or the last piece of merchandise, where the merchandise has been delivered in several partial shipments or pieces. The prerequisite here is that the third party may not be a freight carrier.
(2) The Customer’s right of withdrawal shall be deemed to have been validly exercised if the Customer notifies us by means of a clear declaration of withdrawal sent to the following address: de Sede AG, Oberes Zelgli 2, CH 5313 Klingnau (Switzerland), Telephone: +41 (0)56 2680 290, Fax: +41 (0)56 2680 121; e-mail: email@example.com.
The revocation period shall also be deemed observed if the Customer sends the withdrawal to us prior to expiry of the withdrawal period.
(3) On the other hand, the Customer’s right of withdrawal shall be precluded in the case of agreements for the supply of merchandise which are not prefabricated and for the production of which an individual selection or specification by the Customer is decisive, or which are clearly tailored to the Customer’s personal needs.
(4) If the Customer executes a valid withdrawal from the Agreement, we shall refund all payments received from the Customer, including VAT and delivery costs, not later than 14 days after receipt of the notification of the Customer’s withdrawal. This refund shall be free of charge to the Customer. de Sede reserves the right to use the same payment method as was used for the original payment transaction.
(5) de Sede shall be entitled to refuse a refund until we have received the merchandise back again, or have received proof of proper shipment of the merchandise.
(6 ) The period for returning the merchandise shall be 14 days, beginning the day on which the Customer has informed de Sede of the withdrawal. The deadline shall be considered fulfilled if the merchandise has been sent to us before the deadline expires.
(7) The Customer shall bear the costs of the return shipment. This shall not apply in the case of merchandise that cannot be shipped in parcels. We shall accept these only if they exceed the amount of EUR 200.00.
(8) The customer shall be subject to the payment of compensation only if the merchandise is returned due to improper use of the merchandise for which the customer is responsible.
§ 7 Default of Acceptance
If the customer remains silent or expressly refuses payment and/or acceptance of our deliveries, we may withdraw from the Agreement following prior, written notice and following fruitless expiry of the deadline.
§ 8 Notices of Defects
(1) In the event of defects, the statutory provisions on liability for defects shall apply.
(2) For Businesspersons, i.e. for persons who have effectuated conclusion of the Agreement with us in the course of their commercial or independent professional activity, and for legal persons under public law, the following provisions in this Subsection 2 shall apply exclusively:
Notices of defects must be received by us in writing within 10 working days of receipt of the merchandise. Once processing of the delivered merchandise has begun, any complaint of apparent defects shall be precluded.
If the notices of defects are accepted by us, we shall reserve the right to rectify defects or deliver replacement merchandise free from defects within 30 working days of receipt of the merchandise by us. In this case, we shall cover the freight costs. If subsequent performance should fall short, the Customer shall only have the right to reduce the purchase price or withdraw from the Agreement. Following expiry of the aforementioned deadline of 30 working days, the Customer shall only have the right to reduce the purchase price or withdraw from the Agreement. Further rights, and particularly claims for damages, are hereby precluded.
The Businessperson shall bring any hidden defects to our attention immediately after their discovery. If the defect is reported in good time, the Businessperson may only reduce the purchase price or withdraw from the Agreement if the notice period set forth in Subsection 1 above has expired.
(3) The Customer cannot object to minor, technically unavoidable deviations in quality, color, dimensions or in the weight of the merchandise or of the designs. This shall also apply in the case of customary deviations, unless we have agreed in writing to provide a true-to-specimen delivery.
(4) de Sede grants a warranty on its products, determined in accordance with the currently valid warranty provisions enclosed with the product.
§ 9 Damages
(1) We shall be liable in cases of intent or negligence, or for a representative or vicarious agent, in accordance with the statutory provisions. Moreover, we shall be liable only pursuant to the Swiss Product Liability Act, for injury to life, limb or health, or due to culpable breach of material contractual obligations.
(2) For Businesspersons, i.e. for persons who have effectuated conclusion of the Agreement with us in the course of their commercial or independent professional activity, and for legal persons under public law, the following provisions in this Subsection 2 shall apply exclusively for damages:
We shall be liable in cases of intent or gross negligence, or for a representative or vicarious agent, in accordance with the statutory provisions. Moreover, we shall be liable only pursuant to the Swiss Product Liability Act, for injury to life, limb or health, or due to culpable breach of material contractual obligations.
Claims for damages due to breach of material contractual obligations shall, however, be confined to foreseeable damage typical to the Agreement in question. Even in cases of gross negligence, our liability shall be limited to the foreseeable damage typical to the Agreement in question, provided none of the exceptional cases listed in Sentence 2 of this Subsection obtains.
Liability for damage that the delivery item visits upon legal assets of the Customer or of third parties, however, e.g. damage to other items, shall be precluded entirely. This shall not apply in the case of intent or gross negligence, or if there is liability for injury to life, limb or health.
The provisions of the preceding subsections shall extend to compensation for damages in addition to performance and compensation for damages in lieu of performance, regardless of the legal reason involved. This shall apply specifically in the case of defects, breach of obligations arising from the contractual relationship or due to tort. They shall also apply to claims for the reimbursement of unnecessary expenses.
§ 10 Miscellaneous Provisions
(1) The place of performance and jurisdiction for all claims arising from the contractual relationship shall be the Customer's place of residence.
(2) For Businesspersons, the place of performance and jurisdiction for all claims arising out of the contractual relationship – insofar as legally permissible – shall always be the registered office of de Sede AG in CH Klingnau, specifically the District Court in CH Zurzach. At our discretion, we shall also be entitled to proceed against the Businessperson in its general place of jurisdiction.
(2) The business relationships and the entire legal relationships between us and the Customer shall be governed by the laws of Switzerland without the conflict-of-law provisions. In particular, application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is hereby precluded.
(3) We store the personal data of our Customers only to such extent and for such period of time as are required to process the order. In doing so, we observe the provisions of the relevant data-protection laws as well as the relevant provisions of commercial and tax law concerning the electronic archiving obligation.
(4) For want of a legal obligation to the effect, we are not willing to participate in dispute-resolution proceedings before a consumer-arbitration body as set forth in the Swiss Consumer Dispute Settlement Act (VSGB). The European Commission’s Online Dispute Resolution platform can be found at: http://ec.europa.eu/consumers/odr/.
Last revised: September 2017
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