§1 Scope of application
(1) These General Terms and Conditions (hereinafter referred to as "GTC") of EVODROP AG (hereinafter referred to as "EVODROP") apply to all transactions concerning the delivery and the provision of services to the customer by EVODROP in connection with the delivery, unless the customer is domiciled in Switzerland.
(2) The scope of application of these GTC is limited to contracts with entrepreneurs.
(3) These GTC shall apply exclusively. The inclusion of conflicting, supplementary or deviating terms and conditions of the customer is hereby rejected. These shall also not apply if we carry out the delivery to the customer with knowledge of or without express objection to the customer's GTC.
(4) These GTC shall also apply to future transactions between EVODROP and the customer.
§2 Rights to documents
(1) Offers, cost estimates and other documents shall remain our property and may only be made available to third parties with our prior written consent.
(2) All (copyright) rights to samples, devices, tools, drawings, cost estimates, drafts and plans produced by us, in particular patent rights, copyrights and inventor's rights, shall be exclusively vested in us. These documents and rights may only be made accessible to third parties if we have expressly given our written consent to this, whereby in this case only the written form is sufficient.
(3) The provision of the aforementioned objects and documents does not constitute a transfer of rights or granting (license of use).
§3 Secondary obligations of the customer
(1) The customer is obliged to inform us immediately of all binding legal regulations that apply at his registered office or the destination of the goods known to him, insofar as these binding legal regulations contradict the content of this contract or may impair the execution of this contract.
(2) The customer undertakes to provide us with comprehensive support if we have to take measures within the framework of the fulfillment of this contract in the country in which the customer has its registered office or the destination of the goods known to the customer.
§4 Conclusion of contract
(1) Our offers are always subject to change. This shall also apply if we send a provisional invoice (pro forma invoice) or comparable declarations at the request of the customer, in particular for the purpose of fulfilling official requirements.
(2) The contract shall only come into effect upon our written order confirmation. Prepayment of at least 50% of the order is required for large orders, intermediaries and similar. For individual orders in the B2C sector, 100% prepayment is charged. Production and delivery shall always take place only after fulfillment of these contractual conditions.
(3) Any offer submitted by the customer shall be irrevocable for a period of two weeks from receipt by EVODROP. This shall not apply if the customer has expressly reserved the right of revocation in writing.
§ 5 Contractual content
(1) The contractually owed performance shall be determined in accordance with the agreement in the order confirmation, alternatively the usual intended use of goods of the same type. A special purpose of use intended by the customer shall only be decisive if this purpose of use was expressly notified to us in writing prior to conclusion of the contract, whereby the written form is required for this.
(2) The subject matter of the contract is in conformity with the contract if it complies with the legal requirements, in particular the state, public law or official requirements at our registered office. We shall only be responsible for compliance with the requirements at the customer's registered office, in the country of the destination of the goods known to the customer or in another third country if we have given an express written undertaking in this respect in the form provided and the customer fulfills his obligations to cooperate with regard to existing requirements, in particular in accordance with § 3. In principle, it is the customer's responsibility to obtain any necessary permits.
(3) Technical specifications of our products such as weights and dimensions, descriptions of performance and properties as well as illustrations, drawings and other documents do not constitute guarantees of quality. Certain properties shall only be deemed guaranteed if a separate written agreement (quality guarantee) has been made. The written form of the guarantee declaration is decisive.
(4) Any documentation shall be provided in German. The agreement of an obligation on the part of EVODROP to provide any documentation in another language must be made in writing.
(5) Subsequent changes or adjustments to the performance owed by EVODROP are permitted, provided they are customary in the trade or technically necessary and do not unreasonably burden the customer.
§ 6 Delivery period; force majeure; partial delivery; non-compliance with the delivery period
(1) Unless otherwise agreed in individual cases, delivery periods are approximate. EVODROP shall announce the actual delivery date in writing with a reasonable lead time, usually two weeks. The actual delivery date to be announced may not be more than two weeks after the previously communicated approximate delivery date, subject to the following clauses 2, 3, 5 and 6.
(2) The start of a delivery period requires the clarification of all technical questions. The delivery period shall not begin to run before the customer has fulfilled his obligations to cooperate in this respect.
(3) An agreed delivery period shall not commence in the event that the customer has agreed an advance performance obligation, such as the payment of a down payment or proof of a financing commitment, before the customer has fulfilled its advance performance obligations.
(4) EVODROP shall be entitled to the defense of non-performance of the contract.
(5) An agreed delivery period is subject to complete and timely delivery by our contractual partners (reservation of self-supply).
(6) The delivery period shall be reasonably extended in the event of force majeure, in particular but not exclusively due to floods, natural disasters, shortage of raw materials, terrorist attacks, strikes. EVODROP shall immediately inform the customer about the existence of force majeure and the expected end of this circumstance. If the force majeure situation lasts for more than six weeks without interruption or if the delivery date is delayed by more than eight weeks in total due to force majeure, the customer shall be entitled to terminate the contract. In the event of force majeure, the assertion of further claims is excluded.
(7) We are prepared to make partial deliveries, provided this is not unreasonable for the customer.
(8) Claims for damages due to non-compliance with the delivery period shall be governed by § 12.
§ 7 Transfer of risk
(1) The risk of accidental loss shall pass upon handover to the customer's carrier (FCA Brüttisellen, Switzerland - Incoterms 2010).
(2) If the customer does not accept the goods declared ready for delivery at the time of delivery (§ 6 para. 1 sentence 2), the risk of accidental loss shall pass to the customer at the time of delivery.
§ 8 Default of acceptance; damage caused by delay
(1) If the customer does not accept the goods on time (§ 7) or is otherwise in default of acceptance, the customer shall owe EVODROP an amount of 0.5% of the order value or the value of the partial delivery per week or part thereof, but not more than a total of 5% of the order value or the value of the partial delivery as damages.
(2) The customer shall be entitled to prove a lower damage, EVODROP shall be entitled to prove a higher damage.
§9 Prices; terms of payment
(1) All prices are net prices and are subject to the statutory value added tax applicable at the time of delivery.
(2) Unless otherwise agreed, payments shall be made in euros (alternatively in Swiss francs or US dollars if agreed accordingly). If payment in euros (alternatively Swiss francs/US dollars) is not permitted, payment shall be made in the currency applicable at the customer's registered office. In this case, payment shall be made in the amount corresponding to the invoice value in euros at the time the (partial) payment is due. If payment is not possible in both of the above currencies, payment shall be made in a third currency. Sentence 3 and clause 6 sentence 2 shall apply accordingly.
(3) All other costs incurred, in particular for the processing of payments, transportation, import and export duties, fees, etc., shall be borne by the customer.
(4) Unless otherwise agreed in individual cases, all prices are ex works.
(5) A cash discount deduction requires a separate agreement in each individual case.
(6) Payments shall be made at EVODROP's registered office in Brüttisellen, Switzerland. The buyer shall bear the costs and risks of payment.
(7) Unless otherwise agreed in writing (Art. 13 CISG), payments are due within ten (10) days of the transfer of risk.
(8) If there are more than fourteen weeks between the conclusion of the contract and the transfer of risk and if we are not responsible for exceeding this period, we shall be entitled to increase the price in accordance with the additional costs incurred by us, in particular due to increased raw material prices.
§10 Notice of defects; exclusion of warranty rights
(1) The customer is obliged to inspect the delivered goods immediately, but at the latest within ten (10) working days from the transfer of risk, to ensure that they are free of defects and to report any defects discovered immediately, within a maximum of three (3) working days. This obligation shall not apply if the actual transfer of risk takes place before the agreed delivery date (delivery date in accordance with § 6 clause 1 sentence 2). In this case, the inspection period shall commence on the agreed delivery date (delivery date in accordance with § 6 Clause 1 Sentence 2).
(2) In addition, the customer is obliged to notify us of defects that were not discovered during the inspection (Clause 1, sentence 1) within three (3) working days of their actual discovery.
(3) The complaint must be made in writing and contain a detailed description of the suspected causes and effects. Suitable documentation material, in particular photographs, must be made available to the customer on request.
(4) If the customer fails to comply with the aforementioned inspection and complaint obligations, the service shall be deemed approved and the customer shall have no warranty claims or claims for damages. This shall not apply if the defect was fraudulently concealed or if the exclusion is incompatible with the provisions of a guarantee (§ 5 No. 3).
(5) The customer shall bear the costs incurred by EVODROP due to unjustified notices of defects.
(6) The time limits set forth in clauses 1 and 2 shall not commence until the customer has received the documentation owed by EVODROP.
(7) If a period of two years elapses between the actual handover and the notification of defects, the customer can no longer assert any warranty rights.
(8) The customer has the right to a money-back guarantee:
(9) In the event of dissatisfaction of any kind, the invoiced product costs less the installation costs, the cartridges or any discounts granted can be refunded. Dismantling must be financed by the customer and is not included in the money-back guarantee.
(10) The money-back guarantee expires completely in the event of verifiable limescale protection of the domestic systems." The tests are validated using evaporation and TOC/COD.
(11) If the systems are not serviced in accordance with the specified intervals, all warranties are void. If noticeable differences are analyzed, the limescale protection is guaranteed and the warranty is void.
(12) If a third party installs: If the installer is obliged to provide Evodrop with the customer information, if he does not do so, the installer automatically assumes responsibility for ensuring that the customer carries out the maintenance in accordance with the specifications.
Evodrop excludes all liability in the event of non-compliance with the annual maintenance of the domestic installation and the specified maintenance of the drinking water filter by means of a signal tone.
§11 Rights of the buyer in the event of breaches of duty by the seller (warranty claims); limitation of claims; relationship to damages
(1) In the event of poor performance on the part of EVODROP, i.e. if the actual performance falls short of the contractually owed performance (defectiveness), the customer's claims shall be governed by the following provisions.
(2) Initially, the customer shall be entitled to demand that EVODROP remedy the defective performance (rectification of defects) within a reasonable period of time. EVODROP shall be entitled to choose the type of remedy, mainly repair or replacement, by which EVODROP remedies the defective performance. For this purpose, the customer shall grant EVODROP or third parties authorized by EVODROP access to the goods and take necessary measures to support the removal of defects. The costs of remedying the defect shall be borne by EVODROP, except for the additional costs associated with the transportation of the goods to a place other than the original destination.
(3) If EVODROP fails to remedy the defect within a reasonable period of time or if the chosen method of remedying the defect does not result in freedom from defects, the customer shall be entitled to reduce the purchase price.
(4) In principle, the customer may only cancel the contract if
a) the defect constitutes a material breach of contract and
b) the defect is not remedied within a reasonable period of time or does not result in freedom from defects. Point b shall not apply if the defect constitutes a material breach of contract and the rectification of the defect is unreasonable for the customer or will obviously be unsuccessful.
(5) The customer may also terminate the contract if EVODROP fails to perform within the delivery period despite having been granted a reasonable period of time, which should generally not be less than two (2) weeks. With regard to this additional period, § 6 clause 6 sentence 1 shall apply accordingly.
(6) The customer must assert the claims pursuant to sections 2-5 within a reasonable period of time and request EVODROP in writing to carry out the measures.
(7) If the non-performance or defective performance relates only to a part of the delivery, the claims pursuant to clauses 2 and 3 shall apply only to the affected part. Cancellation of the entire contract (clauses 4 and 5) is only possible if the incomplete or partially contractually compliant delivery constitutes a material breach of contract in itself.
(8) Warranty claims - with the exception of claims for damages - shall expire twelve months after the transfer of risk. This shall not apply to fraudulently concealed or unrecognizable defects (§ 10 clause 3).
(9) The customer can only demand the cancellation of the contract or a replacement delivery if he can return the service received in essentially the same condition as he received it.
(10) Claims due to poor performance resulting from improper handling by the customer or disregard of the instructions for use are excluded.
(11) Section 4.b and section 4 sentence 2 shall apply accordingly to the assertion of claims for damages due to defects, taking into account § 12.
§12 Liability
(1) EVODROP shall be liable in accordance with the statutory provisions in the event of a culpable breach of duty for all damages resulting from injury to life, limb or health.
(2) EVODROP shall be liable in accordance with the provisions of the applicable product liability law.
(3) In the event that a contractual guarantee is agreed (Section 5 (3)), EVODROP shall be liable in accordance with the guarantee declaration.
(4) EVODROP shall be liable for willful and grossly negligent breaches of duty.
(5) In the event of a grossly negligent breach of duty, the liability pursuant to Section 4 shall be limited to three times the order value concerned. If three times the order value concerned is less than EUR 25,000.00, EVODROP shall be liable up to a corresponding amount of EUR 25,000.00 in the event of specific damage.
(6) Liability for other negligent breaches of duty or damage for which we are not responsible is excluded.
§13 Offsetting; right of retention
(1) The customer may only offset undisputed or legally established claims.
(2) Clause 1 shall apply accordingly to the exercise of a right of retention.
§14 Retention of title
(1) The goods delivered by us shall remain our property until the respective delivery invoice has been paid in full (reserved goods).
(2) The customer is obliged to insure the reserved goods adequately against fire, water and theft at his own expense.
§15 Applicable law
(1) This contract and its conclusion are subject to the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG). In addition, the law of Switzerland shall apply.
(2) Clause 1 sentence 2 shall apply accordingly to non-contractual claims.
§16 Place of jurisdiction
The exclusive place of jurisdiction of EVODROP AG in Zurich, Switzerland, shall apply. Swiss law shall apply.
§17 Miscellaneous; written form
(1) All declarations must be made in the language of the contract in order to be effective.
(2) The customer may only transfer rights and obligations arising from this agreement in whole or in part to third parties with our prior written consent.
(3) Unless otherwise expressly stipulated in these GTC, the written form requirement shall be governed by Art. 13 CISG. This does not apply to all amendments and supplements to these GTC and the waiver of their validity, which require the written form. This also applies with regard to a possible waiver of the written form requirement.
(4) Should one or more provisions of these GTC or parts of a provision be invalid, this invalidity shall not affect the validity of the remaining provisions or the contract as a whole. The parties undertake to mutually agree on a valid provision to replace the invalid provision which comes closest to the invalid provision in economic terms. The same applies in the event of a loophole.
§1 Scope of application
(1) These General Terms and Conditions (hereinafter "GTC") of EVODROP AG (hereinafter "EVODROP" or "we") apply to all transactions concerning the delivery to the customer by EVODROP, provided that the customer has its place of business in Switzerland.
(2) The scope of application of these GTC is limited to contracts with entrepreneurs, legal entities under public law or a special fund under public law. These GTC shall not apply to transactions with consumers.
(3) These GTC shall apply exclusively. The inclusion of conflicting, supplementary or deviating terms and conditions of the customer is hereby rejected. These shall also not apply if we carry out the delivery to the customer with knowledge of or without express objection to the customer's GTC.
(4) These GTC shall also apply to future transactions between EVODROP and the customer without the need for renewed inclusion.
§2 Rights to documents
(1) Offers, cost estimates and other documents shall remain our property and may only be made available to third parties with our prior written consent.
(2) All (copyright) rights to samples, devices, tools, drawings, cost estimates, drafts and plans produced by us, in particular patent rights, copyrights and inventor's rights, shall be exclusively vested in us. They may only be made accessible to third parties if we have given our express written consent.
(3) The provision of the aforementioned objects and documents does not constitute a transfer or granting of rights (license of use).
§3 Conclusion of contract
(1) Unless expressly stated otherwise, our offers are subject to change and non-binding.
(2) The contract shall only come into effect upon our written order confirmation or our provision of services. We are entitled to accept an offer submitted by the customer by written order confirmation within ten working days from receipt of the offer by us. If the contract is concluded through the provision of services, these must be provided within three weeks of receipt of the customer's offer by EVODROP. Otherwise a contract shall not be concluded.
§4 Contractual content
(1) The contractually owed service is determined by the agreement made, in particular the order confirmation.
(2) The agreement of a guarantee must be in writing to be effective. The statutory warranty claims of Switzerland remain unaffected by this. The warranty conditions of the respective products are stated on the website and in all offers.
(3) Subsequent changes or adjustments to the performance owed by EVODROP shall not be permitted, provided they are customary in the trade or technically necessary and do not unreasonably burden the customer.
§5 Delivery time; delivery period; force majeure
(1) Unless otherwise agreed in individual cases, delivery periods are approximate. EVODROP shall announce the actual delivery date in writing with a reasonable lead time, usually two weeks. The actual delivery date shall be announced by EVODROP with a reasonable lead time.
(2) The start of a delivery period requires the clarification of all technical questions. The delivery period shall not commence before the customer has fulfilled his obligations to cooperate in this respect. The customer's duty to cooperate shall consist in particular of consultation with the installer who is to carry out the installation. If necessary, this also includes clarification with the landlord if structural measures are required or if the rental agreement so requires.
(3) An agreed delivery period shall not commence in the event that the customer has agreed an advance performance obligation, such as the payment of a deposit, before the customer has fulfilled the advance performance obligations incumbent upon it.
(4) EVODROP shall be entitled to the defense of non-performance of the contract.
(5) An agreed delivery period is subject to complete and timely delivery by our contractual partners (reservation of self-supply).
(6) The delivery period shall be reasonably extended in the event of force majeure, in particular but not exclusively due to floods, natural disasters, shortage of raw materials, terrorist attacks or strikes. EVODROP shall immediately inform the customer about the existence of force majeure and the expected end of this circumstance. If the force majeure situation lasts for more than six weeks without interruption or if the delivery date is delayed by more than eight weeks in total due to force majeure, the customer shall be entitled to terminate the contract. In the event of force majeure, the assertion of further claims is excluded.
(7) We are prepared to make partial deliveries, provided this is not unreasonable for the customer.
§6 Transfer of risk
(1) The risk of accidental loss shall pass to the customer, his carrier or a third party designated by him upon handover.
(2) If the customer does not accept the goods declared ready for delivery at the time of delivery (§ 5), the risk of accidental loss shall pass to the customer at the time of delivery.
§7 Default of acceptance; damage caused by delay
(1) If the customer does not accept the goods on time or is otherwise in default of acceptance, the customer shall owe EVODROP an amount of 0.5% of the order value or the value of the partial delivery per week or part thereof, but not more than a total of 5% of the order value or the value of the partial delivery as damages. In individual orders, EVODROP AG reserves the right to include contractual penalties in the contract that are proportionate to the volume of the order.
(2) The customer shall be entitled to prove a lower damage, EVODROP shall be entitled to prove a higher damage.
§8 Prices; terms of payment; price adjustment
(1) All prices are net prices and are subject to the statutory value added tax applicable at the time of delivery.
(2) All other costs incurred, in particular for the processing of payment, transportation, import and export duties, fees, etc., shall be borne by the customer.
(3) Unless otherwise agreed in individual cases, all prices shall apply 'ex works' (EXW Incoterms 2010), Brüttisellen (Zurich) Switzerland.
(4) The deduction of discounts requires a separate agreement in each individual case.
(5) Payments are due within (20) days of the transfer of risk.
(6) If more than fourteen weeks elapse between conclusion of the contract and transfer of risk and if we are not responsible for exceeding this period, we shall be entitled to increase the price in accordance with the additional production costs incurred by us, in particular due to increased raw material prices.
§9 Notice of defects
(1) The customer is obliged to inspect services rendered within ten (10) working days of the transfer of risk to ensure that they are free of defects and to report any defects discovered immediately within a maximum of three (3) working days.
(2) If a defect becomes apparent that was not recognizable during the inspection in accordance with Clause 1, it must be reported within three (3) working days of its actual discovery.
(3) Any defects discovered must be notified to us in text form. The complaint must include a detailed description of the suspected causes and effects. Suitable documentation material, in particular photographs, must be made available to us on request.
(4) If the customer fails to comply with the above obligation to inspect and give notice of defects, the service shall be deemed approved and the customer shall not be entitled to any warranty claims. This shall not apply if we have fraudulently concealed the defect. The statutory warranty claims of Switzerland remain unaffected.
(5) The customer shall be obliged to bear the costs incurred by EVODROP in connection with the unjustified notice of defects.
(6) If EVODROP is obliged to provide documentation, the periods set forth in clauses 1 and 2 shall not commence until the customer has received the documentation.
(7) The customer has the right to a money-back guarantee:
Domestic installations: 180 days
Drinking water installations: 30 days
(8) In the event of dissatisfaction of any kind, the invoiced product costs less the installation costs, the cartridges or any discounts granted can be refunded. Dismantling must be financed by the customer and is not included in the money-back guarantee.
(9) The money-back guarantee expires completely in the event of verifiable limescale protection of the domestic systems." The tests are validated by means of evaporation and TOC/COD.
(10) If the systems are not serviced in accordance with the specified intervals, all guarantees are void. If noticeable differences are analyzed, the limescale protection is guaranteed and the warranty is void.
(11) If a third party installs: If the installer is obliged to provide Evodrop with the customer information, if he does not do so, the installer automatically assumes responsibility for ensuring that the customer carries out the maintenance in accordance with the specifications.
Evodrop excludes all liability in the event of non-compliance with the annual maintenance of the domestic installation and the specified maintenance of the drinking water filter by means of a signal tone.
§10 Warranty
(1) EVODROP shall provide subsequent performance by rectification (repair) or subsequent delivery (delivery of a defect-free item). The choice of the type of subsequent performance shall be at EVODROP's discretion.
(2) EVODROP shall be entitled to effect subsequent performance within a reasonable period of 2 months.
(3) Warranty claims for defects that are attributable to improper handling by the customer or disregard of the instructions for use are excluded.
(4) Warranty claims due to defects - with the exception of claims for damages - shall become time-barred within twelve months of the transfer of risk. This shall not apply to fraudulently concealed defects or defects that were not recognizable.
(5) Section 11 also applies to the assertion of claims for damages.
§11 Liability
(1) EVODROP shall be liable in accordance with the statutory provisions in the event of culpable breach of duty for all damages resulting from injury to life, body or health.
(2) EVODROP shall be liable in accordance with the statutory provisions in the event of a culpable breach of material contractual obligations. However, liability shall be limited to the foreseeable damage typical for the contract if EVODROP does not breach material contractual obligations intentionally or through gross negligence. Material contractual obligations are obligations that are absolutely necessary to achieve the purpose of the contract and on the fulfillment of which the customer may rely.
(3) EVODROP shall be liable for the intentional and grossly negligent breach of non-essential contractual obligations.
(4) EVODROP shall be liable in accordance with the provisions of the Swiss Product Liability Act.
(5) Liability is otherwise excluded.
§12 Offsetting; right of retention
(1) The customer may only offset undisputed or legally established claims. In principle, there is a prohibition on offsetting.
(2) Clause 1 shall apply accordingly to the exercise of a right of retention
(3) Clauses 1 and 2 shall not apply if this would prevent the customer from asserting a claim that is closely synallagmatically linked to the claim asserted by EVODROP.
§13 Retention of title
(1) Goods delivered by us shall remain our property until full payment of all claims arising from the business relationship (reserved goods). This retention of title shall not lapse even if the goods are installed or combined with another item. The customer is entitled to dispose of the reserved goods in the ordinary course of business. In the case of current accounts, the reserved property shall serve as security for the balance claim arising in favor of EVODROP.
(2) The customer is obliged to insure the reserved goods adequately against fire, water and theft at his own expense.
(3) The processing or transformation of the Reserved Goods by the customer shall always be carried out for EVODROP. If goods subject to retention of title are processed with other items not belonging to EVODROP to form a new item, EVODROP shall acquire co-ownership of the new item. The co-ownership share shall be determined by the value of the goods subject to retention of title in proportion to the value of the other processed or transformed items at the time of processing or transformation.
(4) If the customer combines or mixes the goods subject to retention of title to form a single item and if one of the other items is to be regarded as the main item, EVODROP shall be entitled to pro rata ownership of the resulting item. The co-ownership share shall be measured according to the value of the goods subject to retention of title in relation to the value of the other combined or mixed items at the time of combination or mixing. The customer hereby assigns this co-ownership to EVODROP, whereby EVODROP hereby accepts the assignment.
(5) The customer hereby assigns to EVODROP as security any claims against third parties arising from the resale of the goods subject to retention of title, including all ancillary rights. EVODROP accepts this assignment. The customer undertakes to retain title to the goods vis-à-vis its customers until the purchase price has been paid in full. EVODROP shall be authorized to collect the resulting purchase price claims for EVODROP's account until revocation or until payment to EVODROP has ceased. The customer is not authorized to assign this claim. EVODROP shall only revoke the collection authorization if the customer is in default of payment or if an application for the opening of insolvency proceedings against the customer's assets is filed. In the event of revocation of the direct debit authorization, the customer shall provide EVODROP with the information necessary to collect the claim by submitting the relevant supply contracts with its customers, the invoices and an overview of the payments made by the customers to the customer.
(6) The customer shall immediately notify EVODROP in text form of any access by third parties to goods to which EVODROP has title, in particular also enforcement measures against the reserved goods and EVODROP's claims, and provide EVODROP with the information and documents required for a defense.
(7) If the realizable value of the security interests to which EVODROP is entitled exceeds all claims against the customer not yet paid to EVODROP by more than ten percent, EVODROP shall be obliged to release the security interests at the customer's request. EVODROP shall be entitled to select the security interests to be released.
§14 Place of jurisdiction; applicable law
(1) The exclusive place of jurisdiction shall be the court having jurisdiction over EVODROP's registered office in Zurich, Switzerland.
(2) EVODROP shall also be entitled to sue the plaintiff at the plaintiff's general place of jurisdiction.
(3) Swiss law shall apply.
§15 Written form
(1) All amendments and supplements to these GTC as well as the waiver of their validity must be made in writing in accordance with § OR 11 para. 1 and OR 16 para. 1. This also applies with regard to a possible waiver of the written form requirement.
§16 Severability clause
(1) Should one or more provisions of these GTC or parts of a provision be invalid, this invalidity shall not affect the validity of the remaining provisions or the contract as a whole.
(2) The parties undertake to mutually agree on a valid provision to replace the invalid provision which comes closest to the invalid provision in economic terms. Clauses 1 and 2 shall apply accordingly in the event of a loophole.
General Terms and Conditions for the "Cembra Invoice with installment facility" of Cembra AG ("GTC") at the Merchant ("EVODROP AG")
1. what is the "Cembra invoice with installment facility"?
(1) In cooperation with the Merchant, Cembra enables the payment method "Cembra Invoice with installment facility", which is available to consumers or end customers of the Merchant aged 18 and over who are resident in Switzerland or Liechtenstein.
(2) If you choose the "Cembra Invoice with installment facility", you will pay the relevant goods/services directly and exclusively to Cembra in a maximum of three installments within three months of placing the order in accordance with clause (3)2 below. The terms and conditions of the merchant from whom you purchased the goods/services shall apply to the purchase.
2. credit check & assignment of the purchase price claim
(1) Before and/or during the purchase transaction with the retailer, Intrum AG will carry out a credit check on you.
(2) If you choose the "Cembra invoice with installment facility", the merchant assigns the purchase price claim to Cembra.
(3) In this case, Cembra shall assume the purchase price claim ("Claim") and the handling of the payment modalities. You enter into a direct contractual relationship with Cembra regarding the Claim and must pay the Claim directly to Cembra.
(4) As long as Cembra has an outstanding claim against you, Cembra must be informed immediately of any change of address.
3. payment deadlines and minimum amounts for partial payment
(1) The payment period for full payment of the claim or an installment is 20 days from the invoice date. Companies do not have the option to pay in installments.
(2) You are entitled to repay the outstanding balance of the claim in whole or in part prematurely at any time. However, the following minimum amounts of the total outstanding amount of the claim must be received by Cembra within the following payment periods:
Installment no. / minimum amount of total outstanding amount / payment deadline from invoice date
1 / 10% / 20 days
2 / 50% / 59 days
3 / remaining amount / 90 days
(3) The installment payment option is only activated or becomes effective with the payment of a corresponding installment amount. This means that for each installment (installment 1 to installment 3) the corresponding minimum amount according to the table above must be paid in each case. Upon expiry of the aforementioned payment deadlines without receipt of payment, the entire invoiced claim and/or each individual installment shall become due and payable and default shall automatically occur for the entire outstanding claim without a reminder being issued. For legal reasons, Cembra shall not grant any extensions of the payment deadlines.
(4) If you are in default of payment, Cembra reserves the right to instruct a debt collection agency in Germany or abroad or to assign the claim.
4. interest & fees
(1) Interest of 14.9% per annum (360 days) shall accrue on the outstanding balance of the claim from the 20th day after the invoice date.
(2) In addition to the price of the goods, you will be charged an administration fee of CHF 2.50 per invoice/installment. The administration fee for the first invoice/installment will be borne by the merchant.
(3) A fee of CHF 3.50 is charged for each paper mailing.
(4) In the event of payment arrears, reminders will first be sent by e-mail and later by post (no e-mail reminder if postal delivery is activated). A reminder fee of up to CHF 30.00 will be charged for each reminder.
(5) If changes of address are not communicated immediately, a fee of CHF 30.00 will be charged for address research.
(6) If the e-mail address is invalid, EVODROP reserves the right to send the invoice/reminder by post and to charge an additional fee of CHF 10.00.
(7) In the event of a refund that is not due to a product defect or a product recall, a processing fee of CHF 25.00 will be charged.
5. interest on arrears, collection processing fee
(1) Interest on arrears of 14.9% per year (360 days) will be charged on the outstanding balance of the claim. Costs on transfer to collection service provider: Collection processing fee depending on the amount of the claim in CHF: 37 (up to 19); 58 (up to 59); 145 (up to 399); 225 (up to 999); 285 (up to 1,999); 385 (up to 2,999); 575 (up to 4,999); 685 (up to 6,999); 825 (up to 9,999); 1,375 (up to 19,999); 2,600 (up to 49,999); 6% of the claim (from 50,000).
(2) Cembra reserves the right to transfer the invoice claim(s) or the right to receive payments to third parties in accordance with these provisions. The Collection Service Provider shall have a direct right of claim.
6. no entitlement to "Cembra monthly invoice"
(1) The Cembra Monthly Invoice is subject to the GTC of the Cembra Monthly Invoice (www.cembra.ch). There is no entitlement to transfer or change a Cembra invoice to the Cembra monthly invoice. The decision to do so shall be the sole responsibility of Cembra and shall not be substantiated.
7. customer inquiries
(1) The Merchant shall be solely responsible for Customer inquiries regarding the purchased goods/services (in particular for inquiries regarding shipment and delivery time, returns, warranties, defects, complaints and revocations). Cembra shall only be responsible for inquiries in connection with payment processing or the Cembra invoice.
8. use of your data/involvement of third parties
(1) You authorize Cembra and its affiliated companies in Germany and abroad as well as third parties commissioned by Cembra in Germany and abroad to store, process and use your personal data, in particular for marketing purposes and market research.
9. exclusion of set-off
(1) Cembra shall not be entitled to assert any set-off defense to which you may be entitled against the merchant.
10 Disclaimer / Applicable law
(1) Cembra excludes any liability. These GTC of Cembra shall be governed by the laws of Switzerland. The place of jurisdiction shall be Zug.
These General Terms and Conditions (GTC) govern the use of Cembra Installment Payment, which is offered by Cembra AG ("Cembra"). By selecting and using "Cembra Installment Payment" with a merchant, you confirm that you agree to these GTC. The version of the GTC valid at the time of purchase shall apply.
Valid as of December 01, 2018
1 What is the Cembra installment plan?
(1) Cembra installment payment is a payment option offered by Cembra in cooperation with the Merchant and is available to consumers or end customers aged 18 and over who are resident in Switzerland or Liechtenstein.
(2) By selecting Cembra installment payment as a payment method, you enter into a contract with Cembra and pay the purchase price for the selected goods/services directly and exclusively to Cembra in accordance with point (3)2 below. For the actual purchase of the goods/services, the contractual terms and conditions of the merchant from whom you purchased the goods/services shall apply.
2. credit check & assignment of the purchase price claim
(1) Before and/or during the purchase transaction with the retailer, Intrum AG will carry out a credit check on you.
(2) If Cembra installment payment is selected, the Merchant shall assign the purchase price claim to Cembra.
(3) In this case, Cembra shall assume the purchase price claim ("Claim") and the handling of the payment modalities. You enter into a direct contractual relationship with Cembra with respect to the Claim and are obliged to pay the Claim directly to Cembra.
(4) As long as Cembra has an outstanding claim against you, you must inform Cembra immediately of any change of address.
3. payment deadlines and installment amounts
(1) If you select Cembra installment payment, you will pay the purchase price by installments in one of the options offered by the merchant in accordance with point (3)2, depending on your selection when completing the purchase.
(2) Number of installments and payment terms
Cembra will send you a corresponding payment request for each installment. The following installment amounts must be received by Cembra within the payment period specified below.
* Installment amount: Monthly installment amount in relation to the purchase price
Selected installment payment / number of installments / payment period in months / installment amount* / payment period from date of payment request
(3) You have the right to settle the entire outstanding balance of the claim prematurely at any time.
After expiry of the specified payment period(s) without receipt of payment, the entire outstanding claim shall become due and default shall automatically occur without a reminder being issued. For legal reasons, Cembra does not grant extensions of the payment deadlines.
(4) In the event of default in payment, Cembra may instruct a debt collection agency in Germany or abroad or assign the claim.
(5) Not all of the above installment models are available at every dealer.
4. fees
(1) A fee of CHF 3.50 is charged for postal delivery in paper form.
(2) In the event of payment arrears, a reminder will first be sent by e-mail and later by post (no e-mail reminder if postal dispatch is activated). Reminder fees of up to CHF 30.00 may be charged for each reminder.
(3) If changes of address are not communicated immediately, a fee of CHF 30.00 will be charged for address research.
(4) If the e-mail address is invalid, Cembra may send the invoice/reminder by post and charge an additional fee of CHF 10.00.
(5) For refunds that are not due to product defects or recalls, a processing fee of CHF 25.00 will be charged.
5. interest on arrears, debt collection and other fees and costs
(1) Default interest of 14.9% per annum (360 days) shall accrue on the outstanding balance of the claim. The following collection processing fees will be charged if the claim is transferred to a collection service provider, depending on the amount of the claim in CHF: 37 (up to 19); 58 (up to 59); 145 (up to 399); 225 (up to 999); 285 (up to 1,999); 385 (up to 2,999); 575 (up to 4,999); 685 (up to 6,999); 825 (up to 9,999); 1,375 (up to 19,999); 2,600 (up to 49,999); 6% of the claim (from 50,000). Byjuno reserves the right to transfer the invoice claim(s) or the right to receive payments in accordance with these provisions to third parties. The collection service provider has a direct right of claim.
6. no entitlement to a "Cembra account"
(1) The GTC "Cembra Account" (www.cembra.ch) shall apply to the "Cembra Account". There is no entitlement to transfer or change a Cembra installment payment to the Cembra Account. This decision shall be the sole responsibility of Cembra and shall not be substantiated.
7. customer inquiries
(1) The Merchant shall be solely responsible for Customer inquiries regarding the purchased goods/services (in particular inquiries regarding shipment and delivery time, returns, warranties, defects, complaints and revocations). Cembra shall only be responsible for inquiries in connection with payment processing or Cembra installment payments.
8. use of your data/involvement of third parties
(1) You authorize Cembra and its affiliated companies in Germany and abroad as well as third parties commissioned by Cembra in Germany and abroad to store, process and use your personal data, in particular for marketing purposes and market research.
9. exclusion of set-off
(1) Cembra shall not be entitled to raise any objections to set-off to which you may be entitled against the Dealer.
10 Disclaimer / Applicable law
(1) Any liability on the part of Cembra is excluded. These GTC of Cembra shall be governed by the laws of Switzerland. The place of jurisdiction shall be Zug.
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