MinimalistKonzept GmbH – General Terms & Conditions of Sale and Supply

1. General Terms

These General Terms & Conditions of Sale (hereinafter referred to as "Terms") apply to all sales contracts, offers, deliveries, and services provided by MinimalistKonzept GmbH (hereinafter referred to as "MINIMALISTKONZEPT"), unless expressly agreed otherwise in writing with the Buyer. Any terms and conditions proposed by the Buyer that deviate from or conflict with these Terms are hereby rejected, even if MINIMALISTKONZEPT does not expressly object to them upon order confirmation. These Terms also apply to all future transactions with the Buyer unless otherwise agreed in writing. Amendments to these Terms shall be binding once they are communicated and the Buyer fails to object in writing within seven days of such communication.

The most recent version of the Incoterms of the International Chamber of Commerce (ICC) shall apply unless otherwise specified in the contract.

2. Offer and Acceptance

All offers by MINIMALISTKONZEPT are non-binding and subject to written confirmation. Contracts become binding only upon written confirmation by MINIMALISTKONZEPT following the Buyer's order. Supplementary agreements and amendments must be made in writing to be valid. Employees of MINIMALISTKONZEPT, unless explicitly authorized, are not permitted to enter into binding agreements or accept payments on behalf of the company.

3. Prices and Taxes

Prices are quoted in CHF (Swiss Francs) unless stated otherwise. Prices are exclusive of VAT, customs duties, or other applicable taxes and costs. Any additional charges, such as those arising from customs clearance, transport surcharges, or changes in public levies, shall be borne by the Buyer. MINIMALISTKONZEPT reserves the right to adjust prices in the event of significant changes in taxes, freight costs, or other related expenses.

4. Delivery

Delivery dates are approximate unless explicitly agreed otherwise. MINIMALISTKONZEPT shall not be liable for delays caused by external factors, including suppliers or logistics partners. Partial deliveries are permissible and shall be treated as separate transactions.

The Buyer is responsible for obtaining any necessary permits, licenses, or approvals for the import or use of the goods. If the Buyer fails to collect or accept delivery within the agreed timeframe, MINIMALISTKONZEPT reserves the right to either insist on performance, cancel the remaining contract, or claim damages.

5. Weight and Quantity

Deliveries may deviate by up to 2% from the agreed quantity, or 5% if an approximate quantity was specified. The weight or volume recorded at the point of dispatch shall be deemed final.

6. Quality and Samples

Goods shall conform to agreed specifications. If sold by sample, the delivered goods shall reasonably match the provided sample. The Buyer must inspect goods upon receipt and notify MINIMALISTKONZEPT in writing of any defects within five (5) working days. Concealed defects must be reported within three (3) working days of discovery. Goods shall be deemed accepted if no notification is made within these timeframes.

7. Transport and Containers

The Buyer is responsible for ensuring that any transport containers provided meet cleanliness and suitability standards. MINIMALISTKONZEPT is not liable for quality issues arising from unclean or unsuitable containers supplied by the Buyer.

8. Payments

Invoices are payable immediately upon receipt unless otherwise agreed in writing. Late payments may incur interest at an annual rate of 8% above the Swiss National Bank’s base lending rate. MINIMALISTKONZEPT reserves the right to demand advance payment or additional security if the Buyer’s financial situation deteriorates. The Buyer may not withhold payments or offset claims unless such claims are undisputed or legally confirmed.

9. Retention of Title

All delivered goods remain the property of MINIMALISTKONZEPT until full payment has been received. The Buyer may resell goods in the ordinary course of business but must ensure any resale is also subject to retention of title. If the Buyer processes or combines the goods with other products, MINIMALISTKONZEPT shall acquire joint ownership of the resulting products in proportion to the value of the delivered goods.

10. Claims and Liability

The Buyer must notify MINIMALISTKONZEPT of any claims for defective goods within the specified timeframes in Section 6. MINIMALISTKONZEPT’s liability is limited to replacing defective goods or issuing a credit note for their value. Indirect, consequential, or special damages, including loss of profits, are excluded. Liability is limited to the invoice value of the defective goods.

11. Force Majeure

MINIMALISTKONZEPT shall not be liable for delays or non-performance resulting from events beyond its reasonable control, including natural disasters, strikes, trade restrictions, or raw material shortages. If such events persist for more than 30 days, either party may terminate the contract with written notice.

12. Compliance with Laws

The Buyer is responsible for ensuring compliance with all applicable laws and regulations regarding the import, storage, and use of the goods. Both parties agree to adhere to applicable anti-bribery, anti-corruption, and competition laws.

13. Governing Law and Jurisdiction

Swiss law shall apply to all contracts. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction is Lucerne, Switzerland.

14. Severability

If any provision of these Terms is deemed invalid, the remaining provisions shall remain valid. The invalid provision shall be replaced by one that closely approximates its intended economic purpose.