Terms and Conditions

1. Scope

1.1. These General Terms and Conditions apply to the contractual relationships between SIMEXgroup AG, SIMEXtelecom GmbH, or SIMEXcomposites GmbH (hereinafter collectively referred to as “SIMEX”) on the one hand, and a customer on the other.
1.2. Once these General Terms and Conditions have been agreed upon by the parties, they shall also apply tacitly to all future, concurrently entered into, or already existing contractual relationships between the parties. The version of these General Terms and Conditions current at the time the contract is concluded shall be deemed to have been agreed upon.
1.3. The customer may view the current version of the General Terms and Conditions on the website of the respective SIMEX company.

2. Changes to the Terms and Conditions

2.1. If SIMEX amends the Terms and Conditions during the term of a contract, the amended Terms and Conditions shall not apply to the customer until after SIMEX has notified the customer of the new Terms and Conditions and the customer has not objected in writing to the validity of the amended Terms and Conditions within five business days of receiving the notification. For newly concluded contracts, however, the version of the Terms and Conditions in effect at the time the contract is concluded shall always apply.

3. Conflict between these Terms and Conditions and the Customer’s Terms and Conditions

3.1. Should these Terms and Conditions conflict with a customer’s own Terms and Conditions, which are also in effect, SIMEX’s Terms and Conditions shall prevail in all cases.
3.2. SIMEX is not obligated to inform the customer, at the time the contract is concluded, of the general precedence of SIMEX’s Terms and Conditions or of any conflicts between SIMEX’s Terms and Conditions and the customer’s Terms and Conditions.

4. Individual Agreements

4.1. Individual agreements between the parties take precedence over these Terms and Conditions. The customer’s terms and conditions are not considered individual agreements.

5. Different language versions

5.1. If there are any inconsistencies between the different language versions of these Terms and Conditions, the German version shall prevail.

6. Price Information

6.1. Unless otherwise indicated, prices are listed exclusive of statutory value-added tax. The applicable value-added tax rate is payable in addition.

7. No investment protection

7.1. SIMEX may remove products or services (including support and repair services) from its offerings at any time. This provision does not apply to the customer’s contractually agreed warranty, support, and repair rights.

8. No Representations

8.1. Information or statements provided by SIMEX on the Internet and/or in the bid documents, correspondence, emails, etc., constitute representations only if they are explicitly designated as such.

9. Conclusion of the Contract

9.1. The information available on the Internet does not constitute an offer to the customer. The contract with SIMEX is not formed until SIMEX accepts the customer’s offer.

10. SIMEX Services

10.1. The content and scope of the services to be provided by SIMEX are set forth in the respective contractual relationship.
10.2. Regardless of the contractual relationship, however, SIMEX is in any case entitled to perform the services it is obligated to provide through third parties it engages (auxiliary personnel and substitutes).

11. Customer Complaints

11.1. If SIMEX is obligated to deliver an item to the customer as a manufacturer or distributor, the customer must inspect the item immediately upon receipt and notify SIMEX of any defects within five days of delivery by registered letter.
11.2. The customer must notify SIMEX of any defects not yet apparent at the time of delivery by registered letter within five days of the defect becoming apparent.
11.3. Upon expiration of the notice period, the item shall be deemed accepted, and the customer’s rights regarding defects shall be forfeited.
11.4. However, SIMEX shall in any case be liable only for defects that have been reported by the customer via certified mail within 24 months of delivery of the item and within the prescribed time limit. SIMEX shall not be liable for defects reported or discovered at a later date. Nor may the customer assert such defects by way of a defense or objection. Further, mandatory statutory provisions remain reserved.
11.5. If the customer justifiably asserts rights arising from defects, SIMEX may choose either to supply the customer with an equivalent replacement item or to remedy the defect in the delivered item. If the defect is only minor, such that it impairs the use of the item only insignificantly, SIMEX may also simply grant the customer a reasonable price reduction.
11.6. If SIMEX refuses to acknowledge a defect claimed by the customer, the customer must assert the claim arising from the defect in court within six months of such refusal; otherwise, the claim shall be deemed time-barred. Further mandatory statutory provisions are reserved.
11.7. The customer shall have no rights to claim for defects against SIMEX if SIMEX has, by special agreement, assigned its rights to claim for defects against the manufacturer or its supplier to the customer. In this case, the customer must assert its rights to claim for defects directly against the manufacturer or SIMEX’s supplier.
11.8. If SIMEX is obligated to provide a service, SIMEX is liable to the customer for the careful and contractually compliant performance of the agreed-upon service. However, SIMEX cannot guarantee success of any kind.

12. SIMEX’s Liability

12.1. Any liability on the part of the Company and its vicarious agents (substitutes, auxiliaries, etc.) for indirect damages, such as lost profits and consequential damages, as well as any liability for slight and moderate negligence, is expressly excluded.

13. Transfer of Title and Risk

13.1. The benefits and risks associated with the ordered item are transferred to the customer at the time the item is handed over to the shipping carrier. If SIMEX delivers the item itself, the benefits and risks are transferred to the customer upon delivery of the item.

14. The Customer’s Contractual Obligations

14.1. The content and scope of the customer’s contractual obligations are set forth in the respective contractual relationship.
14.2. Furthermore, the customer is obligated to comply with the obligations arising from these General Terms and Conditions, specifically the obligations listed below.

15. Customer’s Payment Obligations

15.1. The customer must pay SIMEX’s invoices by the due date specified on the invoice or by the end of the payment period specified on the invoice. If the invoice contains neither a due date nor a payment period, the payment period shall be 30 days from the invoice date.
15.2. If the customer is required to make periodic payments, these must be paid by the contractual due date.
15.3. If the customer has not paid the invoice by the end of the payment period or after the due date has passed, the customer shall automatically be in default.
15.4. While the customer is in default, the customer must pay SIMEX default interest at a rate of 5% per annum. If SIMEX incurs greater damages as a result of the default, the customer must also compensate SIMEX for such damages.
15.5. SIMEX may charge the customer CHF 20.00 for each reminder notice.
15.6. SIMEX is not obligated to perform the primary and ancillary obligations under the contracts in effect between the parties while the customer is in default of payment under a contract.
15.7. If the customer is in default of payment under a contract, SIMEX may, by written notice, declare all of SIMEX’s claims against the customer immediately due and payable.
15.8. Furthermore, SIMEX may withdraw from individual or all contracts with the customer and claim damages for the resulting loss if the customer is in default of payment under a contract.
15.9. Under no circumstances is the customer entitled to withhold payment on the basis of alleged defects or alleged claims for damages.

16. Additional Contractual Obligations of the Customer

16.1. The customer may not transfer any rights or obligations arising from a contractual relationship between the parties to third parties without the prior consent of the respective SIMEX company. Companies belonging to the same group as the customer are also considered third parties.
16.2. If the customer requires a permit, license, etc., or if the customer must comply with other legal requirements, the customer is responsible for ensuring that these legal requirements are met and that the necessary official permits, licenses, etc., are obtained in a timely manner.
16.3. SIMEX has no obligation to provide information regarding the legal requirements for a customer’s project. The customer must independently inform themselves of the applicable legal requirements. The customer may not derive any claim for liability from advice provided by SIMEX free of charge regarding the legal admissibility of a project.
16.4. If SIMEX is obligated to perform installation, commissioning, repair, or similar work for the customer, the customer must take all necessary measures in a timely manner to ensure the smooth execution of such work by SIMEX.
16.5. The customer shall be liable to SIMEX and its agents/subcontractors for any damage resulting from insufficient precautions.

17. Offsetting

17.1. SIMEX may set off its claims against the customer’s counterclaims.
17.2. The customer is entitled to set off uncontested or judicially established counterclaims against SIMEX’s claims. Otherwise, the customer is not permitted to set off SIMEX’s claims against its own claims.

18. Partial Invalidity

18.1. Should one or more provisions of these General Terms and Conditions or other contractual provisions agreed upon between the parties prove to be void or invalid, this shall not affect the remaining provisions of these General Terms and Conditions or the other agreed-upon provisions. These shall remain in full force and effect. Null and void or invalid provisions shall be replaced by economically equivalent, legally valid provisions.

19. Governing Law and Jurisdiction

19.1. All contracts between the parties are governed by Swiss law, to the exclusion of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) and any conflict-of-laws provisions.
19.2. For any disputes arising directly or indirectly from a contractual relationship between the parties, the court at the registered office of the SIMEX company with which the customer entered into the contract shall have jurisdiction. Mandatory statutory jurisdictions remain reserved.

SIMEX, on the other hand, has the right to sue the customer at the customer’s place of residence or registered office.