1. Scope of application
1.1 The General Terms and Conditions of Sale (“GTC”) apply to direct orders (except orders via online platforms) placed with Yaasa Living AG (“seller”) and the associated deliveries of goods to the seller’s customers. The delivery of the ordered goods is made exclusively on the basis of these GTC. Other agreements, in particular insofar as they amend or supplement these GTC, shall only become legally effective and binding upon written confirmation by the seller.
1.2 These GTC may be amended unilaterally at any time with effect for the future. We therefore ask you to regularly inform yourself about the current version, which is published on our homepage under the following link: https://yaasa.de/avb/.
2. Offers and conclusion of contract
2.1 Offers made by the seller are deemed to be non-binding and subject to alteration.
2.2 In the case of an order, the contract shall only be deemed to have been concluded after receipt of a written order confirmation from the seller.
2.3 No warranty claims can be derived from information contained in catalogues, brochures, promotional literature, digital advertisements (social media, newsletters, etc.) and written or oral statements, nor can any liability be derived from it.
3.1 The delivery period specified in the order confirmation shall commence at the latest of the following dates:
(I) the date of the Seller’s order confirmation;
(II) the date of fulfilment of all contractual obligations incumbent on the customer;
(III) the date on which the Seller receives an advance or surety to be paid before delivery of the goods.
3.2 In the event of unforeseeable circumstances beyond the control of the parties (e.g. force majeure) which prevent the delivery deadline from being met, the deadline shall be extended by the duration of such circumstances.
3.3 If the customer is in default of acceptance of the goods or refuses to accept them, the seller is entitled to deliver again at the customer’s expense or to withdraw from the contract and claim damages.
3.4 The seller is entitled to carry out partial or advance deliveries and to charge for them.
4. Shipment and transfer of risk
4.1 The shipment as well as the transfer of risk shall be based on the respectively agreed upon INCOTERMS.
4.2 The place of performance is either the seller’s registered office or the customer’s registered office, depending on the type of delivery chosen.
5.1 The delivery is done exclusively against prepayment or against another payment method agreed in writing.
5.2 For the payment method prepayment, the customer will either be informed of the bank details by means of an invoice or a money request will be sent to the customer’s e-mail address via PayPal.
5.3 For other payment modalities agreed in writing, the term of payment is 30 days from the date of invoice. Unless otherwise agreed in writing, payments are to be made by the customer without deduction (e.g. discount, expenses, fees). In the event of non-payment within the term of payment, default occurs without further reminder. In this case, the seller can claim processing fees for the expenses that have arisen.
5.4 If the fulfilment of the payment claim is endangered because of a deterioration in the financial circumstances of the customer which has occurred or has become known after the conclusion of the contract, the seller can demand advance payment and immediate payment of all outstanding invoices, including those not yet due, and retain goods not yet delivered.
6. Retention of title
6.1 The goods remain the sole property of the seller until the purchase price and all associated costs have been paid in full.
6.2 For the entire duration of the retention of title, the customer must ensure that the goods are insured and maintained.
6.3 Furthermore, the seller is authorized to have the retention of title entered in the public register at the competent authority. If necessary, the customer is obliged to cooperate in this process.
7. Contractual right of return
7.1 The seller grants a contractual right of return for the initial sampling of the goods at the request of the customer, limited to a maximum of one piece per product category. If no request is made by the customer, the contractual right of return is excluded. If the customer has received a piece for initial sampling and wishes to exercise the contractual right of return, the goods must be returned to the seller within 30 days of receipt. The following procedure must be followed:
(I) the intended return is to be announced and justified by telephone or in writing via e-mail;
(II) the goods are to be packaged with the packaging material previously sent and in accordance with the instructions received;
(III) in case of contact by the forwarding agent commissioned by the seller, a collection date must be agreed with forwarding agent;
(IV) the goods are to be handed over to the forwarding agent commissioned by the seller;
7.2 Furthermore the Customer is obliged to return the complete and undamaged goods to the Seller, packed in accordance with the Seller’s instructions. If the goods were contaminated or damaged, the contractual right of return is excluded.
7.3 The return shipment occurs at the risk and expense of the customer.
8.1 The Seller will provide warranty for a period of 24 months from the transfer of risk. However, the Seller’s warranty shall be limited to such defects that were present at the time of delivery.
8.2 The assertion of warranty claims presupposes that the customer notifies the seller in writing of any defects within a reasonable period of time, in any case within 14 days after receipt of the goods, and that the seller actually receives the notification. The customer shall prove the existence of the defect within a reasonable period of time and, if necessary, provide the seller with all data and documents available to him. If the customer fails to notify the seller in due time and form, the goods shall be deemed approved.
8.3 The Seller undertakes, provided the agreed terms of payment are complied with, to remedy those defects which are attributable to an error in design, material or workmanship.
8.4 If there is a defect and this defect has been timely notified, the Seller may initially choose whether to remedy the defect by repair, to replace the defective goods by delivery of defect-free goods (“replacement delivery”) or to grant a price reduction. In order to remedy the defect, the customer is obliged to hand over the goods to the seller for inspection purposes and to grant him the necessary time to remedy the defect. In the event of a replacement delivery, the customer is obliged to return the defective item to the seller, unless otherwise agreed in writing.
8.5 The customer is not permitted to assign the warranty rights from the contract with the seller to a third party without prior written consent.
8.6 Excluded from any warranty claim are those defects which the customer has caused by faulty assembly, inadequate setup, non-compliance with the operating instructions and installation requirements, overstressing of the goods beyond the performance specified by the seller, negligent or incorrect handling and use of unsuitable operating materials.
9.1 A possible liability claim against the seller presupposes that the customer for his part has fulfilled all obligations arising from the contract.
9.2 The seller is only liable in cases of gross negligence or intent within the scope of the statutory provisions.
9.3 Excluded are liability claims against the seller in cases of slight negligence, consequential damages, pure financial losses, indirect damages, loss of production, loss of profit, financing costs, savings not incurred, loss of interest and in the case of claims of third parties against the customer.
9.4 The amount of the total liability claim is limited to 25% of the net order value.
9.5 Irrespective of the legal grounds and title, all exclusions and limitations of liability shall apply to all claims of the Customer against the Seller and shall extend correspondingly to all employees, subcontractors and sub-suppliers of the Seller.
10. Intellectual property / confidentiality
10.1 The Seller reserves all intellectual property rights to the documents handed over to the Customer upon delivery of goods (such as samples, catalogues, brochures, product specifications, etc.). These documents always remain the intellectual property of the Seller and are subject to the relevant legal provisions regarding copying, imitation and competition.
10.2 Confidential information obtained in the course of the business relationship shall be treated by the Customer and the Seller in the same way as their own trade secrets. Such information will not be passed on to third parties, nor will it be used for own commercial purposes or other principals without prior written agreement.
11. Data protection
The protection of personal data is a matter of concern to the seller. Therefore, the seller informs in his separate data protection declaration about the processing of personal data. The data protection declaration can be viewed on the website and forms an integral part of these GTC.
12. Severability clause, Consumer Protection
The invalidity or ineffectiveness of a provision shall not affect the validity or effectiveness of the remaining part of the GTC. Should individual provisions prove to be invalid or ineffective, these shall be replaced by new valid provisions which correspond as closely as possible to the legal and economic meaning of the invalid or ineffective provision.
Nothing in the GTC shall affect or be construed as affecting the statutory rights of a consumer.
13. Written form
All agreements, subsequent amendments, supplements and collateral agreements must be in writing to be valid. This shall also apply to any deviations from the written form requirement. There are no verbal collateral agreements.
14. Place of jurisdiction and applicable law
Swiss law is applicable, excluding international provisions, in particular excluding conflict of laws provisions and international law (in particular excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention)). Rights to which the consumer is compulsorily entitled under national law are not affected by this choice of law. The place of jurisdiction shall be at the Seller’s registered office or, at the Seller’s option, at the Customer’s registered office.