GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL PROVISIONS
1.1 SCOPE OF APPLICATION
These general terms and conditions of sale (hereafter “GCS”) regulate the conclusion, content and execution of contracts for the purchase of services and goods between the parties defined as L.E.S.S. SA – CH-249.673.253– (hereafter “LESS”) on one hand and the customer or buyer on the other hand.
These GCS apply in the context of the sale of products, accessories, spare parts or services (feasibility studies, development of prototypes etc.).
The GCS are an integral part of the sales contract and are solely binding. Subject to any special written agreement between the parties, these GCS shall take precedence over all other provisions. Contracts concluded with our customers are exclusively subject to these GCS, which take precedence over the terms and conditions of purchase of our customers.
These GCS are deemed to be accepted and binding on the customer upon confirmation of the order (point 1.5 below).
LESS reserves the right to amend these GCS at any time. The version of the GCS valid at the time of the order applies.
1.2 AVAILABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE
These GCS are available on the LESS website (www.less-sa.com).
The parties to the contract shall ensure the confidentiality of all information that is not public or freely accessible. The obligation of secrecy begins with the invitation to tender, the commercial proposal or the exchange of technical and functional information and continues after the end of the contract.
1.4 OFFERS AND COMMERCIAL DOCUMENTS
Unless expressly provided otherwise, the offers and quotations made by LESS are non-binding and provided for information purposes only.
The information contained in the documents distributed by LESS, such as presentations, brochures, catalogues, website, advertising content and technical documents is only indicative and therefore does not imply any guarantee and may be changed without notice.
1.5 CONCLUSION OF THE SALES CONTRACT AND ORDER
The order is made in writing (by letter or email). The contract is deemed to have been concluded when LESS provides the customer with an order confirmation after receipt of the order. If the order confirmation is incorrect, the customer shall inform LESS immediately upon receipt. In the absence of such notification, the order confirmation is authoritative.
Once the sales contract has been concluded, the buyer may not cancel or change an order without the prior written consent of LESS. LESS reserves the right to charge the purchaser any costs that may arise from such cancellation or modification. In the case of custom-made products, any changes or cancellations are excluded.
Special customer specifications, such as delivery mode or delivery date preference, are ancillary customer proposals. They only become part of the contract if LESS expressly declares them binding in the order confirmation.
In the absence of a delivery method required by the buyer, LESS determines the shipping method. Deliveries are free carrier (FCA) according to Incoterms (CCI 2020). LESS is entitled to make partial deliveries and to submit a separate invoice for each of them.
Transport costs are invoiced.
Weight of packages and delivery areas may cause a price adjustment of transport costs.
The delivery period begins on the latest of the following dates:
- Date of order confirmation
- Date on which the customer meets all technical, commercial and other conditions incumbent on him.
If special terms of delivery have been agreed, the interpretation according to the current standard conditions of the international trade clauses (Incoterms) shall prevail.
Delays in delivery shall not give rise to damages.
LESS prices are net, ex works, exclusive of tax and insurance, exclusive of postage, customs duties and according to the LESS tariffs in force on the day the sales contract is concluded.
The prices stated on product data sheets, on the Internet or in other media are subject to change without notice.
Unless otherwise stated, the amounts and prices in LESS’ commercial proposals, offers, quotations or invoices are in Swiss francs (CHF).
Commercial proposals, offers and quotations are valid for a period of 30 days.
1.8 TRANSFER OF RISK
The risk passes to the buyer at the latest when the deliveries are handed over to the carrier.
In the event of loss or damage during transport, it is up to the customer to file a claim with the carrier.
If delivery is delayed at the request of the purchaser or for other reasons not attributable to LESS, the risk passes to the purchaser at the time originally planned for delivery.
1.9 TERMS OF PAYMENT
Payment is due by the buyer within 15 days from the date of the invoice. Any other terms of payment or agreements are only valid with the written approval of LESS.
This deadline must be observed, even if transport or acceptance of the goods has been delayed or made impossible for reasons not attributable to LESS.
LESS reserves the right to request advance payment invoices.
Payment is deemed to have been made when the customer has paid the full invoice amount into the account specified by LESS. Under no circumstances can the buyer refuse payment of amounts due.
Unless expressly agreed prior to delivery, LESS does not accept discounts or deductions from invoices issued. For all countries, payment must be made in the invoiced currency.
If payment is not made within the aforementioned period of 15 days, the customer shall be put in default without a formal notice. LESS may then demand default interest of 10% per year. This interest runs from the due date to the date of payment. In addition, any costs for calls or correspondence caused by the customer’s default, as well as costs incurred by the intervention of a debt collection agency are to be added.
Without prejudice to the application of the retention of title clause provided for in Article 1.12 below, LESS reserves the right to cancel the order if the buyer, following the expiry of a period of 15 days following a formal notice (by registered letter with acknowledgement of receipt), does not fulfil its payment obligation. The amounts already paid by the customer will be retained by LESS as a penalty.
If the customer is in arrears with an agreed payment, LESS may, without prejudice to its other rights, postpone fulfilment of its other obligations until payment is received and be granted an appropriate extension of the delivery period.
Further claims for damages by LESS are additionally reserved.
By placing an order with LESS, the customer implicitly guarantees LESS its creditworthiness.
In the event of doubt as to the creditworthiness of the customer, LESS reserves the right to demand certain information, advance guarantees or special payment terms such as advance payment, irrespective of any previously agreed terms.
LESS is entitled to refuse performance of its obligations if it becomes apparent after conclusion of the sales contract that the customer is insolvent.
1.12 RETENTION OF TITLE
Ownership of the goods supplied by LESS is only transferred to the customer after full payment of the agreed purchase price.
The customer must therefore ensure that the LESS products are properly stored until the transfer of ownership to the customer. Furthermore, the customer is obliged to oppose by all legal means any claims that third parties may have against LESS products, in particular by way of seizure, and to notify LESS immediately in order to enable LESS to safeguard its interests.
In the event of non-payment by the agreed due date and following the expiry of a period of 15 days following a formal notice (by registered letter with acknowledgement of receipt), LESS will be entitled to take back its products without the need for any proceedings. Their identification will be carried out by both parties and the customer will be given a discharge, and the customer will have to bear the costs relating to the return.
The customer authorises LESS to have its retention of title recorded in public registers or books at the customer’s expense upon presentation of the order or order confirmation signed by the customer. If necessary, the customer shall inform third parties of the existence and content of this clause.
LESS guarantees, as a specialist and with knowledge of the intended use, that the products offered to its customers have the required qualities, comply with the safety standards applicable in Switzerland and do not have any material defects that reduce their value or their suitability for their intended purpose.
The customer shall inspect the products received within 3 days from the date of receipt. In the event of a defect, the customer has the option of requiring LESS to repair the product or to deliver a replacement. Replacement delivery can consist of replacing the components of the defective product.
Defects existing at the time of delivery and revealed upon receipt of the products must be reported by the customer in writing within 3 days from the date of discovery of the defect. No denunciation will be taken into account if it is made more than 3 clear days after delivery of the products.
The warranty is limited to the replacement or repair of defective parts.
Defects and deterioration of the delivered products resulting from abnormal conditions of storage or use at the customer’s premises, particularly in the event of an accident of any kind whatsoever, shall not give right to the guarantee due by LESS.
Under the warranty for hidden defects, LESS will only be obliged to replace defective goods free of charge, without the customer being able to claim damages for any reason whatsoever.
LESS guarantees its products against hidden defects in accordance with the law, custom, and case law, and under the following conditions: our guarantee only applies to products that have become the property of the buyer on a regular basis. It only applies to products that are entirely manufactured by LESS. It is excluded if the products have been used under conditions of use or performance not intended. The warranty only covers hidden defects. As customers are deemed to be professionals, a hidden defect means a defect in the product making it unfit for use and not likely to be detected by the buyer before use.
A design defect is not a hidden defect and customers are deemed to have received all technical information relating to the products. LESS does not cover damage and wear and tear resulting from special adaptation or assembly of the products, whether abnormal or not, unless this was carried out by us or under our supervision.
It is the customer’s responsibility to prove any problem encountered when using the product under normal conditions and/or any latent defect. The warranty is limited to the first 24 months of use.
1.14 FORCE MAJEURE
Cases of force majeure are defined in particular as accidents affecting the production and storage of products, total or partial stoppage of supply, carrier failure, embargoes, insurrections, energy suspensions, fire, flooding, earthquakes, machinery breakdown, total or partial strikes, administrative decisions, epidemics and pandemics, explosions, acts of third parties, war and any external event that could delay, prevent or make excessively onerous the performance of the LESS commitments. They are grounds for the cancellation or suspension of LESS’ obligations without recourse by the client.
In the event of force majeure, as defined in these GCS, the customer will be notified immediately.
Subject to the express provisions of these GCS, LESS is not liable for any direct or indirect damage suffered by the customer.
If LESS uses subcontractors appointed by the customer at the customer’s request, the customer bears all direct or indirect risks associated with the intervention of this subcontractor and the transfer of products to the subcontractor.
1.16 INTELLECTUAL PROPERTY
All intellectual property rights resulting from the performance of services (feasibility studies, prototype development, etc.) belong to LESS in full and in their entirety.
2. MISCELLANEOUS PROVISIONS
2.1 PLACE OF PERFORMANCE, APPLICABLE LAW AND PLACE OF JURISDICTION
In the event of a dispute, the GCS in force at the time of purchase shall be used as the legal basis. These GCS are governed by Swiss law, in particular by Articles 184 et seq. of the Swiss Code of Obligations, to the exclusion of any other foreign legislation.
The place of performance and place of jurisdiction is the registered office of LESS.
The application of the CISG – United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) – is expressly excluded.
2.2 PUBLIC POLICY PROVISION
If one of these conditions is declared null and void or contrary to a provision of public policy, it will be deemed to be unwritten and the other stipulations will remain in force.
In the event of any discrepancy between these GCS and the special conditions stipulated at the time of the order, it is expressly agreed that the latter shall prevail.
In the event of a discrepancy in interpretation between the GCS written in English and any GCS written in another language, the version of the GCS written in French shall be authoritativ