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  • FRANEK General Terms and Conditions of Business

    1. Applicability

    1.1 All offers, sales, goods and services of Franek Design, St.Gallerstrasse 131, 8654 Jona, Switzerland (hereafter referred to as: “FRANEK”) are based exclusively on the General Terms and Conditions of Business below (hereafter referred to as: “Terms and Conditions of Business”). Any General Terms and Conditions of Business of the customer are herewith expressly rejected.

    1.2 The Terms and Conditions of Business below are an integral part of all contracts which FRANEK concludes as vendor with the customer for its goods and services. These are acknowledged by the customer order or acceptance of delivery.

    2. Offer, Acceptance, Prices, Conclusion of Contract

    2.1 The offers made by FRANEK are subject to change and not binding.

    2.2 FRANEK can accept orders from the customer within 30 days. An order is deemed to have been accepted if the order has been confirmed in writing or billed by FRANEK. A right of withdrawal on the part of the customer is excluded as the item is manufactured in accordance with the customer’s individual wishes.

    2.3 Orders will be billed at the prices published on the FRANEK website on the date of the order. The prices are final prices plus shipping costs (for details see Clause 3.8).

    2.4 FRANEK reserves the right to amend prices accordingly in the event of reductions or increases in costs occurring after conclusion of the contract, in particular due to changes in prices of materials. The customer is entitled to withdraw from the contract in the event of an increase in price. If the customer wishes to exercise this right of withdrawal it must notify FRANEK of this as soon as it becomes aware of the impact of the situation.

    2.5 The product information contained in the order confirmation reflecting the individual wishes of the customer is definitive for the subject of the goods or service. Insofar as this product information deviates from information contained in catalogues, price lists or other promotional material, only the information contained in the order confirmation shall apply. Information in catalogues, price lists and other promotional material is only intended to provide a general idea of the goods described. It does not contain any statements, assurances or warranties nor does it form part of the contract.

    2.6 Statements made by employees or representatives of FRANEK which relates to the subject of the goods or service and differs significantly from the product information contained in the confirmation of order, must be confirmed in writing to be binding.

    3. Manufacture, Delivery, Dispatch, Transfer of Risk

    3.1 The period for the manufacture of the goods (excluding delivery) is approx. 2 weeks from receipt of payment. Manufacture and delivery times and dates are always only approximate unless these have been specifically agreed in writing. Delays in delivery do not grant the customer the right to withdraw from the contract or waiver of delivery insofar as the delays are reasonable to be accepted by the customer.

    3.2 All deliveries of FRANEK are only carried out in return for payment in advance unless agreed otherwise in writing.

    3.3 Part deliveries are permissible insofar as these are reasonable to be accepted by the customer. Each part delivery is considered as a separate business transaction.

    3.4 If the delivery of a primary product is delayed by a supplier of FRANEK, the delivery time to the customer will be extended accordingly.

    3.5 FRANEK is entitled to withdraw from the contract in the event that a hindrance to performance in accordance with the terms of the contract is more than of a temporary nature for which FRANEK is not responsible and which renders performance significantly more difficult or impossible, especially in the event of force majeure (e.g. war, uprising, strikes, lockouts, official measures).

    3.6 Insofar as a hindrance within the meaning of Clause 3.5 significantly alters the economic relevance or content of the delivery, or has a significant impact on the business operation of FRANEK, the contract will be adapted accordingly, respecting the principle of good faith. Insofar as this adaptation is not reasonable to expect from the economic aspect, the customer has the right to withdraw from the contract. If the customer wishes to exercise this right of withdrawal he must notify FRANEK of this as soon as it becomes aware of the impact of the situation.

    3.7 The goods are fundamentally dispatched via Swiss Post, with the customer being notified beforehand in writing. However, the method of dispatch and packaging are at the discretion of FRANEK.

    3.8 The customer shall bear all costs related to the dispatch, including any duties and taxes under the law on imports.

    3.9 The risk passes to the customer no later than on delivery of the goods to the forwarding agent or carrier. The same also applies to part deliveries. If dispatch or delivery is delayed as a result of circumstances for which the customer is responsible, the risk passes to the customer passes from the date of readiness for dispatch.

    4. Liability for Defects, Statute of Limitations

    4.1 The customer is obligated to inspect the goods for any defects immediately after receipt and to report these immediately to FRANEK in writing. The customer must immediately report any hidden defects in writing on their discovery. If the customer fails to report the defect or does not report the defect within the stipulated period, the goods will be deemed to have been approved. In addition, the customer must notify the relevant freight forwarder or carrier and FRANEK in writing of any transport damage which is identified on delivery. The customer must notify the forwarder or freight carrier and FRANEK in writing of any hidden transport damage on its discovery. If the customer fails to report transport damage it shall be liable for this if the forwarder or freight carrier cannot be held liable due to the failure to report such damage.

    4.2 All parts, goods or services must be redelivered or rendered again or repaired free of charge twice at FRANEK’s discretion (hereafter referred to as: "subsequent performance") if a defect is reported, justifiably, within the statute of limitations’ period, in adherence to the obligations referred to in clause 4.1, the cause of which was already present at the time of the transfer of risk.

    4.3 FRANEK must initially always be granted the opportunity to subsequent performance within a reasonable period

    4.4 If the subsequent performance is unsuccessful, the customer can, at its discretion, rescind the contract (rescission) or reduce the price (reduction).

    4.5 Further claims of the customer against FRANEK and vicarious agents of FRANEK for defects are excluded, subject to the provision in clause 5 of these Terms and Conditions of Business.

    4.6 The statute of limitations for claims arising from defects is two years from the date of delivery.

    5. Liability

    5.1 Claims for damages by the customer, on whatever legal grounds, are excluded, except in cases of willful intent, gross negligence, injury to life and limb or health, or breach of an assurance. This also applies for negligence on the part of a vicarious agent of FRANEK.

    5.2 Consultancy agreements between the parties must be in writing. Verbal information from and consultancy services of FRANEK are only binding if they are confirmed in writing by FRANEK. General consultations and presentations are for information purposes only and are not binding.

    5.3 Liability on the part of FRANEK is excluded if the goods are stored or used in an improper manner.

    6. Retention of Title

    6.1 The goods remain the property of FRANEK until full payment is received for all claims arising from the business relationship, including ancillary claims and claims for damages. The customer acknowledges the right of FRANEK to record a corresponding retention of title with the relevant retention of title register and for this purpose gives its irrevocable consent with the issue of the order or acceptance of delivery.

    6.2 The customer will keep the goods subject to retention of title safe for FRANEK free of charge.

    7. Payment

    7.1 All invoice amounts are payable within 30 days after receipt of invoice. The customer is deemed to be in default in any event if it has not rendered the payment by no later than 30 days after receipt of invoice. A separate reminder notice is not required. Receipt at FRANEK is definitive for the date of receipt of payment.

    7.2 If the customer fails to meet its payment obligations, FRANEK shall be entitled to withdraw from the contract after having set a deadline which expires without success.

    7.3 The payment methods specified on the FRANEK website of available to the customer. All costs associated with the payment shall be borne by the customer.

    7.4 The customer is only entitled to withhold payments or to offset counterclaims if the customer’s counterclaims are undisputed or have acquired legal force.

    8. Data Protection

    8.1 FRANEK undertakes to treat data relating to its customers and the business relations maintained with them ("customer data") with care and to comply with the requirements of the data protection legislation. To view FRANEK’s data protection declaration which forms an integral part of the Terms and Conditions of Business, click here.

    9. Protection for Intellectual Property

    9.1 FRANEK retains all rights to intellectual property, existing or resulting from performance of the contract, relating to offers, products, supplies and services of FRANEK.

    10. Final Provisions

    The place of jurisdiction for all legal disputes arising between FRANEK and the customer is St. Gallen (Switzerland). FRANEK is entitled to take legal action against the customer at its ordinary place of jurisdiction.

    10.2 The place of performance for all rights and obligations of FRANEK and the customer arising from these Terms and Conditions of Business or the contracts covered by these is the respective registered office of FRANEK. This also applies in particular to subsequent performance.

    10.3 The legal relationship between FRANEK and the customer is subject exclusively to the substantive laws of Switzerland, to the exclusion of the provisions of Private International Law and the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG).

    10.4 Should individual provisions of these Terms and Conditions of Business be or become invalid, in whole or in part, this shall not affect the validity of the remaining part of the provision or of the remaining provisions.

    FRANEK / 19. Mai 2017