General and scope of application

The General Terms and Conditions (hereinafter referred to as “GTC”) shall be deemed to be an inherent part of any contract concluded between the customer (hereinafter referred to as “Purchaser”) and Egli Motorradtechnik AG, CHE-107.109.325, Hauptstrasse 14, 5618 Bettwil (hereinafter referred to as “EMT AG”), which shall become legally effective upon acceptance of the order submitted by the Purchaser. The purchaser has expressly accepted the GTC with his order. An order placed by e-mail or by telephone shall also be deemed to be an acceptance of these GTC. The GTC apply exclusively and for an indefinite period of time, as long as they are not modified by express written agreement. They shall also apply if EMT AG carries out the work or delivery without reservation in the knowledge of conflicting or deviating terms and conditions. Other terms and conditions shall not become part of the contract, even if EMT AG does not expressly object to them. Other terms and conditions shall only be valid if they have been expressly accepted by EMT AG in writing.
The version of the GTC valid at the time of the conclusion of the contract shall apply. Until otherwise agreed in writing, these General Terms and Conditions shall apply to the entire business transactions of the parties, even if no further express reference is made to them when an individual order is placed within the framework of an existing business relationship. Should any provision of these General Terms and Conditions be or become invalid or contain a loophole, this shall not affect the legal validity of the remaining provisions. In place of the invalid provision, a provision that comes closest in economic terms to the provision intended by the parties shall be deemed to have been validly agreed from the outset. The same shall apply in the event of a loophole.

Prices and payment

Our quoted prices are in CHF, strictly net, exclusive of currently valid value added tax and plus shipping costs (in particular packaging, postage, delivery and/or customs costs). Price quotations on price lists and brochures are not binding. We reserve the right to adjust prices at any time.
If the customer wishes a binding price quotation for vehicles, accessories and workshop work, a written cost estimate expressly designated as binding is required, provided that this cost estimate is higher than CHF 1000. We shall be bound by this cost estimate, subject to any written agreement to the contrary, until the expiry of 14 weekdays following its preparation. The services rendered in order to provide a cost estimate can be invoiced to the customer.
Payment shall be made in cash or by Post/Maestro card, unless other payment terms are agreed in writing. We are entitled to demand a reasonable advance payment when placing the order. For vehicles, an advance payment of 15% of the net purchase price generally applies, unless leasing or other financing exists. The advance payment is forfeited in case of a possible withdrawal from the contract by the customer, which is not the fault of EMT AG, as a contractual penalty in favor of EMT AG. EMT AG expressly reserves the right to claim further damages.
In case of a voluntary return of correctly delivered products, 10% of the expenses will be charged to the customer.

Place of performance and delivery conditions

The domicile of EMT AG shall be the place of performance for all deliveries in kind, money and services as well as deliveries of EMT AG. Benefit and risk shall pass to the customer at the latest upon dispatch of the delivery ex works (domicile of EMT AG). Subject to a prior written agreement, the delivery shall be made for the account and at the risk of the Customer. The corresponding time expenditure will be invoiced at the current hourly rate of EMT AG. For longer journeys a lump sum can also be agreed. Insurance of services and deliveries against loss and damage is the responsibility of the Customer.
Deliveries of vehicles, accessories and clothing are made at the current versions at the time of conclusion of the contract. The selection of products and the compatibility of individual components are the sole responsibility of the purchaser.

Packing and shipping

Packaging is carried out with all due care. Packaging will be invoiced with the transport costs. Complaints must be made no later than 8 days after receipt of the products, otherwise the delivery shall be deemed to have been fulfilled in full.

Delivery periods

Our delivery deadlines are based on the respective availability of the vehicles and products. EMT AG makes every effort to deliver the vehicles and products on the dates specified in the order confirmation. The delivery period shall be deemed to have been met if the notification of readiness for dispatch has been sent by the time it expires.
The delivery period shall be extended appropriately if, in particular, EMT AG does not receive the information required for the performance of the contract in due time, or if the Customer subsequently changes such information and thus causes a delay in the deliveries or services;
obstacles occur which EMT AG cannot avert despite exercising due diligence, irrespective of whether they occur at EMT AG, at the Customer or at a third party (such as war, significant operational disruptions, accidents, labor disputes, official measures, pandemics and/or natural events);
and/or the Purchaser is in default of its contractual obligations, in particular if it fails to comply with the terms of payment.
If such a case occurs, the Customer may not waive the delivery, may not withdraw from the contract, and may not claim damages. EMT AG shall inform the Customer about the delay, if possible, at the latest on the day of the scheduled delivery.
The assertion of any claims resulting from a delay in delivery is excluded as far as legally possible. Any damage caused by delay shall in any case be limited to the value of the delivery. Any consequential damage caused by delay, costs for covering purchases, loss of profit as well as any damage resulting from interruption of operations shall be expressly excluded. Withdrawal from the contract by the purchaser as a result of delayed delivery is excluded.
The refusal of the Customer to accept the delivery shall cause the purchase price to become due immediately, irrespective of the handover of the products to the Customer. In this case EMT AG is entitled to give preference to other orders of third parties. Furthermore, it is not obliged to deposit the products.

Terms of payment

Subject to a prior written agreement, the purchase price shall be due for payment within 30 days of the invoice date. Payments are to be made without deduction of discounts and the like. The offsetting of any counterclaims is excluded. Payments shall be made irrespective of any possible objection to the delivery or alleged counterclaim. Retention of payment is not permitted. EMT AG is entitled to refuse the removal of possible defects as long as the customer has not fulfilled his obligation to pay. The purchase price shall also be due for payment if the Customer is in default of acceptance.
The receipt of payment by EMT AG is decisive for the timeliness of payments. In case of noncompliance with the payment deadline, the Customer shall be in default without any further reminder on the part of EMT AG. In case of default of payment an interest on arrears p.a. in the amount of 5% of the invoice amount is due from the date of maturity. EMT AG may charge a handling fee of CHF 20.00 per reminder. In case of unsuccessful reminder the claim can be assigned to third parties by EMT AG.
If the Customer is in default of payment, all claims of EMT AG against the Customer shall become due immediately. Failure to comply with the terms of payment shall entitle EMT AG to withdraw from the contract and to claim damages. EMT AG shall also be entitled to withdraw from the contract and to claim the goods from the Customer if the goods have passed into the possession of the Customer before payment of the purchase price. The Customer shall have no right of retention.
If the Customer is in default of payment or (at the discretion of EMT AG) in liquidity difficulties, EMT AG shall be entitled to demand advance payment for further deliveries or to deliver orders already received only against advance payment, even if other payment and delivery conditions were agreed upon conclusion of the contract. If the Customer withdraws from the contract, EMT AG shall be entitled to invoice the full amount of the expenses already incurred.

Retention of title

The delivered products remain the exclusive property of EMT AG until they have been paid for in full. The ownership of EMT AG does not cease with regard to products processed or resold by the customer. The Customer shall insure the products adequately and maintain them at his own expense until they have been paid for in full. Furthermore, the Customer shall take all measures to ensure that the title of EMT AG is neither impaired nor cancelled. Until the transfer of ownership the Customer shall handle the object of purchase with care and shall neither sell nor pledge it nor leave it at the disposal of third parties.
The Customer is obliged to cooperate in measures which are necessary to protect the property of EMT AG. Upon conclusion of the contract, the Customer shall in particular grant EMT AG his consent to the entry of a possible reservation of title in the reservation of title register.

Material defects and warranty

All warranty claims of the customer require a timely and formally valid notice of defects (in particular for workshop work, for the purchase of new vehicles, for the purchase of used vehicles as well as for the purchase of further products, spare parts as well as clothing). All deliveries must be inspected in detail for material and functional suitability within 3 days of receipt. Notification of defects must be made in writing. If no corresponding complaint is made within the complaint period, the deliveries shall be deemed to be free of defects and approved. After the complaint has been made, EMT AG shall in any case have the right, at its discretion, to make a replacement or subsequent delivery ex works (EXW, Incoterms 2020) within a reasonable period of time, to accept the reduced value of the delivery or to subsequently remedy the defects in the product. Unless otherwise agreed, the defective goods shall be delivered to us in their original packaging. All other claims of the purchaser, such as in particular rescission, reduction, replacement by third parties, damages, consequential damages, withdrawal, etc. are excluded.
A warranty period of two years applies to the purchase of new vehicles.
A warranty period of one year applies to the purchase of used vehicles.
Always excluded from the warranty are defects that are not demonstrably due to poor materials, faulty design or poor workmanship (e.g. due to natural wear and tear, inadequate maintenance, excessive use or incorrect handling). In particular, the warranty shall be excluded in full for modifications to the product by the Customer which have not been approved in advance in writing by EMT AG. If the products are forwarded by the Customer to third parties directly and without prior inspection, the products shall be deemed to have been delivered by EMT AG in conformity with the contract and free of defects.

Other liability

The liability of EMT AG is excluded to the extent permitted by law. In particular, EMT AG shall in no event be liable for slight negligence, indirect and consequential damages, damages not caused to the product itself, loss of profit, other pecuniary losses of the Customer, damages resulting from the operation of a vehicle or other products, compensation for claims of third parties (e.g. contractual penalty), unrealized savings and/or any acts and omissions of EMT AG’s auxiliary persons. The technical advice and recommendations of EMT AG are based on a reasonable examination and are made outside any contractual obligation. As far as the liability of EMT AG is excluded, this also applies to the personal liability of its employees.

Further provisions

The parties shall first try to settle any differences amicably among themselves. The exclusive place of jurisdiction is the registered office of EMT AG. The legal relationship shall be governed exclusively by Swiss substantive law to the exclusion of the provisions of international private law and to the exclusion of the Vienna Sales Convention CISG.

Last updated: 01.2020

This text was translated with www.deepl.com/translator
We assume no responsibility for its accuracy. In case of doubt please refer the original text in german.