- General
1.1 These Terms and Conditions of Sale, Delivery, and Installation (hereinafter: “T&Cs”) apply exclusively to commercial transactions between Swiss-Trade GmbH (hereinafter:
“Seller”) and the Buyer, for all business relationships concerning the products offered and the assembly work carried out, individually manufactured for the Buyer. Any previous, conflicting terms and conditions are hereby invalidated.
1.2 All contracts, including offers, orders, and order confirmations, are subject to the following T&Cs. The T&Cs are an integral part of every contract between
the Seller and the Buyer and are fully accepted by the latter upon ordering or concluding the contract.
- Conclusion of Contract
2.1 Offers are subject to change and non-binding. This also applies if the buyer has been provided with catalogs,
technical documentation (e.g., drawings, plans, calculations, references to DIN standards), other product descriptions, or documents.
2.2 The buyer’s order for the goods shall be deemed a binding contractual offer. Unless otherwise stated in the order, the seller is entitled to accept this contractual offer within four weeks of its receipt.
2.3 Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the goods to the buyer.
- Delivery Period and Delay in Delivery
3.1 Information regarding delivery times is non-binding unless otherwise agreed. The delivery time is met if the delivery item has left the factory or readiness for dispatch has been communicated by the expiry of the delivery time.
3.2 If delivery deadlines cannot be met for reasons beyond the seller’s control (unavailability of the service), the buyer will be informed of this and the expected new delivery date will be communicated at the same time. If the service is still unavailable within the new delivery period, the seller is entitled to withdraw from the contract in whole or in part; any consideration already provided by the buyer will be reimbursed immediately. A case of unavailability of the service in this sense is, in particular, the late delivery by suppliers, if a congruent hedging transaction has been concluded, neither the seller nor its suppliers are at fault, or the seller is not obligated to procure the goods.
- Delivery, Transfer of Risk, Acceptance
4.1 Delivery of the goods to the destination shall be at the buyer’s expense. Unless otherwise agreed, the seller is entitled to determine the method of shipment (in particular, the carrier, shipping route, and packaging).
4.2 The benefit and risk of the products pass to the buyer at the time of handover to the carrier. The product is then delivered to the buyer and is deemed accepted.
4.3 If the buyer discovers defects in the product upon receipt that indicate transport damage, they must refuse acceptance. Hidden defects must be reported to the seller in writing within 8 days. Otherwise, the product is deemed approved for any defects.
- Prices and Payment Terms, Late Payment, and Legal Costs
5.1 Unless otherwise agreed in individual cases, the prices applicable at the time of conclusion of the contract shall apply, ex works from the seller’s registered office, plus statutory VAT.
5.2 Unless otherwise agreed, invoices are due and payable within 10 days of the invoice date without deduction. The seller is entitled to request a down payment and to offset incoming payments first against outstanding interest and costs, and then against outstanding claims.
5.3 Upon expiry of the above payment deadline, the buyer shall be in default. During the period of default, the invoice amount shall bear interest at the applicable statutory default interest rate. The seller reserves the right to assert further damages for late payment. The right to commercial interest on the due date remains unaffected with respect to merchants.
5.4 If the buyer is in default, the seller is entitled to take appropriate legal action, including, but not limited to, engaging a debt collection agency or a lawyer to enforce the claim. The buyer shall bear all costs incurred in pursuing the claim (including reminder fees, collection fees, or legal fees). The seller expressly reserves the right to assert further claims.
- Buyer’s Claims for Defects
6.1 The statutory provisions apply to the buyer’s rights in the event of material and legal defects (including incorrect and incomplete deliveries), unless otherwise provided below. In all cases, the special statutory provisions
applying to final delivery of the goods to a consumer remain unaffected.
6.2 The seller is permitted to make customary and/or technically unavoidable modifications to the written descriptions of the products offered, documented by the seller, such as changes to color, weight, finish, or design, particularly in the textile sector. Parts subject to wear and tear are excluded from claims for defects after the goods have been put into use.
6.3 If the quality has not been agreed upon, the existence of a defect must be assessed in accordance with the statutory provisions. The seller assumes no liability for public statements made by third parties (e.g., advertising statements).
6.4 The buyer’s claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects. If a defect becomes apparent during the inspection or later, the seller must be notified immediately in writing. Notification is deemed to be immediate if it is made within eight days; timely dispatch of the notification is sufficient to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the buyer must notify obvious defects (including incorrect and short deliveries) immediately in writing; timely dispatch of the notification is also sufficient to meet the deadline. If the buyer fails to carry out a proper inspection and/or give notice of defects, the seller’s liability for the undisclosed defect is excluded. In the case of obvious defects, notifications of defects are excluded if processing of the goods has already begun. Defects that are not visible must be reported immediately upon their appearance.
6.5 In the case of justified complaints for which the seller is responsible, the seller will replace the goods or remedy the defect in the most cost-effective manner.
6.6 The seller is entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a portion of the purchase price that is appropriate in relation to the defect.
6.7 The buyer must give the seller the time and opportunity necessary for the subsequent performance owed, in particular by handing over the defective goods for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to the seller in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if the seller was not originally obligated to install it.
6.8 The buyer’s claims for damages or reimbursement of wasted expenses, including lost profits or other financial losses of the buyer, are excluded.
- Warranty
7.1 Warranty claims are generally subject to statutory provisions. In addition, SUNDECO provides a total warranty of 2 years on sun protection products for non-commercial use.
7.2 The warranty does not cover product defects or damage resulting from faulty installation, improper use or storage, misuse, negligence, faulty commissioning, modification or repair, natural wear and tear, faulty electrical connection, operation in conjunction with unsuitable control components, or other reasons.
7.3 Excluded from the warranty are, in particular, wearing parts such as cords, pulleys, etc., as well as damage to the fabric that can be proven not to be due to material defects.
- Severability Clause
8.1 Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part,
the validity of the remaining provisions shall not be affected. The
ineffective, void, or contestable provision must be reinterpreted, i.e., amended or
supplemented, so that the intended purpose is achieved as far as possible within the framework of the statutory provisions. The same applies to any gaps.
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