Terms and Conditions of CHEMAK Ltd. (Switzerland)
The client agrees with CHEMAK’s Terms and Conditions of Business on the receipt of the written acceptance of order/mandate from that point on.
The Terms and Conditions of CHEMAK Ltd. (Switzerland) – in the following briefly called “CHEMAK“ – are applicable to the whole business between CHEMAK and its customers – in the following briefly called “clients”. These terms and conditions are recognised automatically by the client by the placement of an order. They are effective for the worldwide operations and in the course of the duration of any business relation.
§2 Placement of Orders and Returns
2.1 Basis of the commercial business is a respective consultation contract or a written order of the client to CHEMAK, in which the output targets, the terms of delivery, the delivery date as well as the mode of reimbursement are stipulated.
2.2 Clients can place orders to CHEMAK in the following forms:
- By telephone,
- by surface-mail,
- by telefax or
- by email.
CHEMAK also accepts formless orders. The client receives in return a confirmation of order by Telefax, Email or mail. With this confirmation of order the order is accepted and a consultation contract has come into effect. This confirmation of order is likewise decisive for the date of deliveries.
2.3 If needed, CHEMAK may consult external advisers. In these cases the business relationship still exists between CHEMAK and the client, provided that nothing else was agreed on.
2.4 Modifications of offers and orders are confirmed by both parties in writing and become – as an addendum – part of the initial arrangement / a component of the initial contract between CHEMAK and the client.
All prices of CHEMAK within Switzerland or Germany include the legal value added tax. For international orders the respective legal regulations of the country of residence of the client are applied.
§4 Reimbursement and Terms of Payment
4.1 CHEMAK‘s claims for reimbursement of the agreed price originates for every individual service rendered, as soon as it is reported/delivered by CHEMAK. All services of CHEMAK, which were not listed expressly in the confirmation of order, are supplementary services, which must be paid separately.
4.2. Reimbursements are due as soon as the invoice of CHEMAK is received by the client.
4.3 Even without reminder of CHEMAK, the client will be in the case of arrears in payments, if the client does not settle CHEMAK‘s invoice within 14 days after payment became due. In this case CHEMAK is entitled to demand interest on arrears according to the legal interest rates.
4.4 A client is only entitled to a set-off or retention of claims of the same kind, if they are ascertained legally and are indisputable. For dissimilar claims the right of a set-off of claims due from the same contractual relationship is limited.
§5 Terms for Delivery and Date of Completion
5.1 The terms of delivery can be only approximate or prospective. Dates of completion are given to the best of CHEMAK‘s knowledge and belief. CHEMAK makes every effort to provide all services offered according to the written and confirmed order and within the time frame agreed on.
5.2 Non-compliance with a date of completion entitles the client only to the assertion of his legal rights, if and only if the client has granted an adequate extension for completion.
§6 Co-operation Duty of the Client
The client makes available to CHEMAK everything necessary (such as documents, information and other relevant materials) for the realisation of an order.
§7 Secrecy Clause
All operational, business and private issues and information within the scope of CHEMAK‘s consultancy services are kept secret. This obligation applies to the staff, assistants and external advisers of CHEMAK.
This obligation of secrecy is extended even after completion of a contract and can be lifted only by the client in writing. In addition, all documents and information handed over to CHEMAK will be stored safely and protected from the reach of third parties.
None of the client’s materials and/or documents handed over to CHEMAK will be returned. Nevertheless, documents and materials are held in trust by CHEMAK for the duration of the legal custody regulations.
8.1 CHEMAK will be liable for all cases of criminal intent and with malice aforethought or gross negligence according to the relevant legal regulations. CHEMAK will be liable for light carelessness exclusively according to the regulations of the product liability law only. CHEMAK will be liable for the faults of its assistants and its representatives, too.
8.2 The regulation of the preceding paragraph (8.1) applies to compensation apart the services delivered, compensation instead of the services delivered and the claim for damages because of vain expenditures, for which legal argument whatsoever, including the liability because of deficiencies, delays or impossibility.
9.1 Provided that the client does not report any objectively existing, serious lack, shortage or fault within 14 days after completion of an order to CHEMAK, such order will reach the status of finality.
9.2 If a client should question a service of CHEMAK completely, this complaint (lack, shortage or fault) has to be supported by the judgement of an independent arbitrator. The approval of both parties is necessary for the nomination of such independent arbitrator. The judgement of the arbitrator will be final and has to be accepted by both parties.
9.3 If the reported complaints of a client are justified, CHEMAK must be offered the possibility for correction or elimination of such complaints.. Should such corrections or eliminations of complaints be proven to be unsuccessful, the client has the right to reduce or modify the reimbursement accordingly. In any case, however, CHEMAK‘s liability is limited to the total reimbursement of the concerning order. CHEMAK does not take over any liability, which is based on the violation of a copyright or on claims of a third party.
9.4 If a date of delivery of a service is inadequately overdue – here the individually agreed terms of delivery counts as an approximate – and if CHEMAK is unable to deliver the service requested within an appropriate extension period set by the client in writing, the client is entitled to cancel the specific service of the contract.
§10 Curative Clause
Should any regulation of these general terms and conditions of business become ineffective or invalid, the remaining regulations will not be influenced by such deficiency. In case of an ineffective or invalid regulation, such regulation has to be replaced by another one, which is legally allowed and close to the spirit of contract as well as the will and interest of both parties involved.
§11 Choice of Law
Swiss law has to be applied on all legal disputes between the client and CHEMAK.
For interpretation of the terms and conditions of business of CHEMAK Ltd. the German version is decisive.
§12 Place of Fulfilment and Legal Venue
12.1 Place of fulfilment of contractual services is the headquarters of CHEMAK in Zurich (Switzerland).
12.2 The legal venue for any dispute between CHEMAK and the client is the locally responsible court for CHEMAK.