General Terms and Conditions of Business and Delivery (GTC)

General

1. The following terms and conditions apply to all business transactions, including those made through our online shop.
2. Demke Electronic GmbH reserves the right to amend these General Terms and Conditions at any time. The version in effect at the time of the order applies to that order and cannot be changed unilaterally afterwards.
3. The General Terms and Conditions of the contractual partner do not apply and are hereby rejected. These General Terms and Conditions, as amended from time to time, also apply to all future business transactions. If the contractual partner objects to the application of our General Terms and Conditions, we have the right to withdraw from the contract.
4. Oral statements by our representatives or employees require our written confirmation.
5. Illustrations, drawings, weight specifications, descriptions, etc. on our website, in quotations and in other general documents are prepared to the best of our knowledge. However, they are only approximate unless expressly stated to be binding.
   We reserve the right to make technical changes.
   All our documents, drawings and other materials are protected by copyright and remain our property. They may not be made available to third parties.

Quotations

1. Our quotations, including for items offered in the online shop, are non-binding. Orders are deemed accepted only when we confirm the order in writing with our order confirmation.
2. Receipt of the automatically generated order receipt confirmation for purchases in the online shop does not constitute a commitment that the product can actually be delivered. It merely indicates to the customer that the submitted order has been received by the online shop and that the contract has therefore been concluded subject to the condition of availability and correct pricing.

Shipping and Delivery Terms

1. Unless otherwise agreed, goods will be delivered to the buyer by mail.
2. In the absence of other agreements, shipping is at our discretion. The shipment is insured against transport damage within the framework of the conditions applicable to the respective shipping method.
3. Risk passes to the buyer—even in the case of agreed carriage-paid delivery—as soon as the delivery has left our warehouse or other designated shipping location. If shipment of the goods is delayed by the buyer or their agents, risk of loss or deterioration of the goods passes to the buyer on the date the goods are ready for dispatch.

Import, Customs, and Import Costs

1. Unless expressly agreed otherwise in writing, the buyer bears all import duties, customs duties, taxes, fees, and other costs of import clearance incurred in the country of destination. This also applies if such costs are initially charged to Demke Electronic GmbH or a third party commissioned by it due to shipping or customs processing. Corresponding amounts will be passed on to the buyer.
2. We assume no liability for delays arising from customs inspections, official examinations, import clearances, or other official measures in the country of destination that are not attributable to Demke Electronic GmbH. Delivery delays resulting from such circumstances do not give rise to claims for damages against Demke Electronic GmbH.

Prices

1. Our prices are ex warehouse and exclude value-added tax, any additional taxes, customs duties, or other charges. Proportional shipping costs, which include postage/delivery costs, packaging, and insurance, are charged on all orders.
2. Our prices are generally based on the Swiss franc. Prices in foreign currencies are calculated on the basis of the monthly average exchange rate applicable at the time of pricing. A foreign currency price confirmed in a quotation is valid for the validity period stated in the quotation.
3. Price changes are reserved in the event of significant changes to the relevant calculation bases. Fixed prices from framework agreements remain unaffected during the agreed contract term.

Payment Terms

1. As a general rule for new customers: goods against advance payment. Otherwise, our invoices are payable net within 30 days of the invoice date. Deviating agreements are considered special terms and must be agreed in writing.
2. For international payments and online payments, various payment options are available depending on the order and country, including Revolut, Stripe, and PayPal.
3. If the payment deadline is exceeded, we reserve the right to charge a reminder fee of CHF 20 per reminder from the second reminder onward. If legal action must be initiated to enforce our claims, a default interest of 5%, retroactive from the invoice due date, will additionally be charged. If the buyer defaults on payment or if circumstances become known after conclusion of the contract that seriously call into question their creditworthiness, we are entitled to declare all outstanding claims immediately due. Outstanding deliveries will in this case be made exclusively against advance payment. Further statutory claims remain unaffected.
4. Documents and invoices are sent by email. At the customer’s request, documents will be delivered by mail for a fee of CHF 5.00 (within Switzerland) and CHF 10.00 (outside Switzerland).

Delivery Periods, Delivery

1. Goods must be inspected for transport damage and completeness upon receipt. Identified transport damage must be documented (including photos) and reported to us immediately in writing (see also Complaints and Defect Notifications).
2. The contractually agreed delivery period according to our order confirmation applies. If not all details of the contractual performance obligations, in particular not all technical details, have been clarified at the time of contract conclusion and agreement of the delivery date, the delivery date is postponed by the time that has elapsed until final clarification. In the case of provisionally stated non-binding delivery dates on the order confirmation, the actual delivery date is not yet known and will be communicated subsequently.
3. If we are prevented from fulfilling our delivery obligation by force majeure, strike, lockout, or unforeseen events such as operational disruptions, official interventions, energy or raw material shortages that could not be avoided despite the precautionary measures reasonably expected of us and economically reasonable, whether occurring in our operations or at a supplier, the delivery period is extended accordingly. If such events subsequently make delivery impossible or unreasonable for us, we are entitled to withdraw from the contract in whole or in part without compensation.
4. Partial deliveries not contractually agreed are made by us at the customer’s subsequent request with their obligation to pay shipping costs. We are only obliged to make partial deliveries that were not contractually agreed if each individual delivery does not fall below one quarter of the value of the total order. Should we make unscheduled partial deliveries, this does not change the delivery period agreed for the total order.
5. Framework orders establish an obligation to accept all services of the total order within 12 months of the date of the first contractual delivery. If the agreed services are not fully accepted, the customer loses the price advantage granted on the basis of the order quantity. The actual acceptance quantity is decisive for price determination, and any differences will be charged to the customer.
6. Orders for special products or non-stock products must be bindingly coordinated with regard to the dates of individual services already at the time of ordering.
7. In the event of delivery delay, the buyer may initially only set us a reasonable grace period for delivery of the purchased item. Only after expiry of this grace period may the buyer withdraw from the contract and/or waive performance. Partial deliveries are permitted. We are only liable for damages in connection with delay—in particular also in the event of withdrawal or waiver of performance—as well as default interest if we caused the delay intentionally or through gross negligence. Insofar as compensation for delay cannot be excluded, it amounts to a maximum of 0.5% for each full week of delay, but no more than a total of 5% of the purchase price of that part of the delivery that cannot be put to appropriate use due to the delay.
8. Even in the case of subsequent impossibility caused by us, we are only liable for damage to the extent that the impossibility resulted from our intentional or grossly negligent conduct.

Complaints and Defect Notifications

1. Defective or faulty goods within the warranty period must be reported in writing before return shipment. If a defect not caused by us is present, we reserve the right to pass on the costs. Inspection of devices outside the warranty period is subject to a fee.
2. We reserve the right to return goods sent to us for repair without prior notification immediately and without processing at the sender’s expense, at our discretion.
3. Complaints regarding recognizable defects or incomplete or incorrect delivery must be communicated to us in writing immediately, at the latest 7 days after receipt. If a complaint is not made in time, the delivery is deemed approved.
4. We accept returns of goods only after our prior written consent. Customer-specific manufactured parts are generally excluded from returns. Returns without consent will be returned to the buyer at their expense plus a processing fee.

Warranty

1. Our warranty obligation is generally 24 months from the delivery date. However, the warranty obligation lapses if the devices have been externally modified by the customer or third parties. Affixing a different label is considered an external modification. The buyer grants us the right to remedy the defective goods or provide a replacement delivery at our discretion. Only if we do not carry out the remedy or replacement delivery within a reasonable period set by the buyer is the buyer entitled to demand rescission or price reduction.
2. The warranty is excluded to the extent legally permissible. Insofar as exclusion is not possible, we are only liable for gross negligence and intent.
3. We are in no case liable for damages that occur to the buyer or third parties as a consequence of the defective product (consequential defect damages), such as production losses, lost profits, etc.
4. In the absence of warranted characteristics or if the item has physical or legal defects that eliminate or significantly reduce its value or suitability for the intended use, we are liable according to mandatory statutory provisions (Art. 197 Para. 1 OR). Defects must be reported to us immediately in writing.
5. The presence of a material defect is determined at the time of transfer of risk. In particular, therefore, no warranty is provided for damage to the goods after transfer of risk resulting from faulty or negligent handling, improperly performed modifications and repair work by the buyer or third parties deployed without our consent. Likewise, warranty is excluded for ordinary wear and tear (e.g., use of goods, reuse, weather conditions, air pollution, or inadmissible electromagnetic effects), defects resulting from insufficient maintenance, disregard of operating instructions, overload, tests, use of unsuitable materials, influence of chemicals or electrolytic reaction, or due to other reasons over which the supplier has no control.
6. No warranty is assumed for the suitability of our goods for a specific purpose if the specific application does not result from written instructions accompanying the goods or if suitability for a specific purpose has not been expressly confirmed by us in writing. In any case, the buyer is obliged to verify in advance and in detail the suitability of our goods for their intended purpose.
7. For damages arising within the scope of warranty due to breach of ancillary contractual obligations, advisory errors, tortious acts, culpable breach of remedy or replacement delivery obligations, or other legal grounds, we or our agents are only liable if intent or gross negligence is proven against us.

General Liability

1. For any other breaches of duty by us or our agents, our liability is excluded to the extent legally permissible and, where exclusion is not permissible, limited to gross negligence and intent. This applies in particular to breaches of ancillary contractual obligations, culpa in contrahendo, or damage from tortious acts. In no case is the ordering party or buyer entitled to claim damages from us with regard to consequential damages from production, use, order, or profit loss and other direct or indirect consequential damages.
2. In all cases in which liability is not excluded but can be limited in amount, liability is always limited to the proven damage foreseeable at the time of contract conclusion, but at most to our sales price of the product we delivered to which the damage claims relate or from which they result.

Retention of Title

1. We retain ownership of all goods delivered by us, including goods from invoices already paid, until payment of the purchase price of all goods delivered by us and until full settlement of all our claims arising from the business relationship.
2. The buyer may only process and sell the goods in the ordinary course of business. Pledging or transfer of ownership by way of security of the goods subject to retention of title is prohibited for the buyer. In the event of seizure or confiscation of the goods or other measures by third parties, the buyer must notify us immediately.
3. As long as the buyer has not paid the purchase price in full, they are in turn obliged to transfer our retention of title to the buyer upon resale or, if this is not possible, to establish a retention of title themselves.
4. In the event of payment default by the buyer, we are entitled to take back the goods and the buyer is obliged to surrender them, without this automatically constituting exercise of our right to withdraw from the contract.
5. The buyer’s future claims from resale of the goods subject to retention of title are hereby assigned to us now, regardless of whether the sale takes place without or after processing or mixing of the goods subject to retention of title with other goods not belonging to us and regardless of whether the buyer has retained ownership upon resale. We accept the assignment. In the event of sale of the goods subject to retention of title after processing or combination with other goods not belonging to us or in the event of sale together with other goods not belonging to us, the assignment of the claim covers the amount of the value of our invoice for these goods subject to retention of title. The buyer is only authorized to collect the assigned claims as long as they properly fulfill their payment obligations toward us. We are entitled to notify our retention of title and the assignment of claims to the buyer’s contractual partner if the buyer is in arrears with their payment to us for more than four weeks since the first payment reminder.
   
6. Insofar as the value of the security given to us, including claims assigned in advance, exceeds the claims to be secured in total by more than 20%, we are obliged at the buyer’s request to release security at our choice.

Export Control, Sanctions, and Special Purposes

1. The buyer undertakes to comply with all applicable national and international export control, embargo, and sanctions regulations. Direct or indirect delivery, re-delivery, or other provision of our products to countries, regions, or to persons, organizations, or companies subject to corresponding legal restrictions or sanctions is prohibited.
2. The buyer provides us upon request with the information required for the review of export control requirements. This may include in particular information on the end recipient, country of destination, and intended purpose.
3. Required export control reviews, licensing procedures, or official clarifications may lead to a corresponding extension of the delivery period. A delivery may be refused or an existing order canceled if its execution would violate applicable export control, embargo, or sanctions regulations.
4. For deliveries intended for military, aeronautical, defense, or aerospace applications, a separate supplementary agreement for customers from the military/aerospace industry applies. Without such an agreement, no contractual relationship with regard to these industries is considered valid.

Jurisdiction, Place of Performance, Applicable Law, Contract Language, Miscellaneous

1. The place of performance for delivery and payment is our registered office (Wil SG, CH). Swiss courts have jurisdiction for all disputes—unless another court is mandatorily designated, the court at our registered office.
2. The contractual relationship is governed by Swiss substantive law. The provisions of the Hague Sales Conventions of July 1, 1964 and the UN Sales Law according to the United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods are excluded.
3. The German language is agreed as the contract language.