1. General principles

These General Conditions of Sale are applicable to the Products (hereinafter referred to as the “Products”) sold by JASC Contracting GmbH (hereinafter referred to as "JASC") and purchased by the Customer (hereinafter referred to as the "Customer").

Placing an order for Products implies the Customer's full acceptance of these conditions, which supersede and replace any conflicting provisions. By placing an order, the Customer expressly waives any reliance on their own general purchasing conditions or any similar documents, unless otherwise agreed upon explicitly and in advance.

2. Orders

The final acceptance of an order is contingent upon JASC's express written approval. Alternatively. No employee or representative of JASC, regardless of their role, has the authority to verbally approve any modifications or additions to the terms of the order.

JASC reserves the right to make necessary modifications to the Products during the order process, particularly in response to changes in technical standards, manufacturing methods, or any relevant legislative or regulatory provisions affecting contract execution.

Orders accepted by JASC cannot be altered or canceled by the Customer under any circumstances without the explicit prior consent of JASC.

3. Delivery

Delivery periods are officially confirmed upon receipt of the finalized, comprehensive, and technically clarified order, inclusive of details like the delivery address and accessories. It is important to note that any modifications to the order may impact the initially confirmed delivery time.

JASC retains the right to conduct partial or complete deliveries.

While JASC endeavors to adhere to agreed-upon delivery times, it should be noted that these times are purely indicative. In the event of a delayed delivery, the Customer is not entitled to claim damages for any reason.

Delivery is considered complete upon the location specified in the order acknowledgment. Unless otherwise specified, Products are deliverable ex works, in accordance with INCOTERMS 2010. JASC notifies the Customer of the product availability date.

Unless otherwise specified, the Customer must, within fifteen (15) days from the dispatch date of the product availability notice, conduct or arrange for technical tests and verifications by qualified personnel to detect any potential non-conformities or defects in the Products.
Failure to file a detailed written complaint within the specified period renders the Customer ineligible to claim non-compliance issues subsequently identified.

4. Transfer of risks

The transfer of risk concerning the Products occurs upon their availability. The Customer is responsible for procuring adequate insurance coverage for these risks from the transfer onward.

In cases of delayed shipment attributable to the Customer or late collection, the Products will be stored and handled at the Customer's sole expense and risk.

5. Force majeure

JASC reserves the right to suspend or terminate sales, wholly or partially, in the event of force majeure, defined herein as any unavoidable event capable of delaying or halting the manufacture or delivery of the products, or impeding the normal execution of the contract.

JASC is not bound by any commitments concerning delivery times in the occurrence of force majeure events or incidents transpiring at JASC’s business premises or those of its suppliers. Such incidents result in a cessation of commercial activities and pose risks to the company. These events may include, are not limited to, pandemics, epidemics, computer security incidents, strikes, lockouts, wars, embargoes, fires, floods, accidents involving machinery, rejection of parts in the manufacturing process, interruption, or delay in transportation or the supply of raw materials, energy, or components. These circumstances, beyond the control of the seller or its suppliers, release the seller from any obligation for the duration of the event.

6. Pricing conditions

All orders are invoiced at the prevailing rate on the day of Product delivery, as communicated to the Customer at the time of ordering. JASC's prices are exclusive of VAT and are understood to be ex works or, in the case of export sales, in accordance with INCOTERMS 2010.
JASC reserves the right to adjust prices and these General Conditions of Sale at its discretion.

Standard cardboard packaging is included in the Product prices.

Unless otherwise specified, all transportation, customs, handling, and insurance costs beyond the specified delivery location are the sole responsibility and expense of the Customer. It is the Customer's duty to inspect packages upon receipt, raise any necessary reservations promptly, and pursue any potential claims against the carrier.

Any taxes, duties, levies, or other charges arising under Swiss or foreign laws concerning Product sales are the Customer's responsibility.

7. Invoices - Payment conditions

Unless specified otherwise, Product payment is due in full upon invoicing, with no discounts, by the due date indicated on the invoice, or within 8 days of the invoice date if not specified.

Payment is considered made when funds are available to JASC or its authorized payment intermediary, with the Customer bearing any associated transaction costs. Payments should be made by:

• bank transfer on the due date.
• check three working days before the due date.
• draft without prior acceptance at least 10 days before the due date.
• or promissory note with prior acceptance, with the items for collection received by JASC at least twenty
• (20) days before the due date.

Any late payments may result in:

• late payment penalties in accordance with applicable law;
• immediate payment of all outstanding sums to JASC upon formal notice;
• suspension of ongoing sales execution by JASC and/or payment against reimbursement for future sales until resolution.

In the event of a dispute, all invoices must be settled by the due date. Automatic deductions or compensations require prior written consent from JASC. Invoices not contested within thirty (30) days of receipt are deemed accepted.
For multiple outstanding payments to JASC, payments will be allocated to the oldest debts.
JASC reserves the right to request cash payment or guarantees for changes in a Customer's legal or financial status, or for first orders from new Customers.
If payments are not received in the JASC account within the agreed-upon timeframe, JASC reserves the right to delay subsequent deliveries and performance dates based on the duration of the overdue payment.

8. Retention of title clause

The Products are sold with a retention of title clause. JASC will retain ownership of the goods sold until full payment of the purchase price, including principal, fees, and interest. The Customer must take all necessary measures to protect and distinguish the delivered Products, inform JASC accordingly, and provide free access to the storage premises. In case of a claim, the Products in the Customer's possession are presumed to be those still unpaid; they will be reclaimed up to the amount of unpaid invoices.

9. Liability

JASC's liability for damages resulting from its fault towards the Customer is limited to direct damages, excluding any immaterial or indirect losses such as operational losses, profits, or commercial damages. JASC's liability is capped at the sums received for the supply of the relevant Products to the Customer. The Customer agrees to waive recourse beyond these limits against insurers or third parties.

JASC bears no liability for non-performance resulting from force majeure events.

10. Modification of the General Conditions of Sale

Any changes to these General Conditions of Sale are valid and binding upon JASC only if contained in a written document signed by an authorized representative of JASC, specifically referencing these General Conditions of Sale.

11. Warranty

Unless otherwise stated, JASC warrants against any defects in design, material, manufacturing, or construction. Subject to legal guarantees against hidden defects, the warranty period is one year from invoice date. Warranty coverage applies only to defects occurring within this period.

Replacement parts are guaranteed for 6 months unless stated otherwise in written by JASC in the offer to Customer.

To claim warranty benefits, the Customer must:

• Inform JASC of the material's destination and use conditions before ordering.
• Promptly notify JASC of attributed defects and provide evidence thereof.
• Facilitate defect identification and remedy by JASC.
• Refrain from unauthorized repair work.

Additionally, the warranty does not cover defects arising from Customer-supplied materials or imposed designs, nor repairs due to normal wear and tear, Customer-induced damage, or non-compliance with maintenance instructions. Transportation costs for defective items, as well as travel and accommodation expenses for JASC personnel performing on-site repairs, are borne by the Customer. Replaced parts become JASC's property. Repairs on expired warranty supplies are guaranteed for six months from the repair date unless stated otherwise in written by JASC.

12. Applicable law – Jurisdiction

SWISS LAW EXCLUSIVELY APPLIES. HOWEVER. ANY DISPUTES ARISING FROM OR RELATED TO THESE GENERAL CONDITIONS OF SALE SHALL BE SUBJECT TO THE HIGH COURT OF ZUG SWITZERLAND, EVEN IN CASES OF MULTIPLE DEFENDANTS OR GUARANTORS, UNLESS OTHERWISE DETERMINED BY JASC.