General terms and conditions of business

1. Scope of Application

These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services between Naef Spiele AG, CH-4800 Zofingen (hereinafter referred to as "Naef") and its business customers (hereinafter referred to as the "Customer").

Any deviating or supplementary terms and conditions of the Customer shall not be recognized unless Naef has expressly agreed to their validity in writing.

2. Conclusion of Contract

Offers made by Naef are subject to change and are non-binding.

The contract shall only come into effect upon written order confirmation by Naef.

3. Prices and Terms of Payment

All prices are stated in Swiss Francs (CHF, or alternatively EUR or USD), excluding value-added tax (VAT) and other duties, and excluding shipping and packaging costs, unless otherwise agreed.

Invoices are payable net within 30 days from the invoice date, unless otherwise agreed in writing.

In the event of default in payment, Naef shall be entitled to demand default interest at the statutory rate as well as reminder fees.

4. Delivery and Shipment

Delivery dates are only binding if they have been expressly confirmed by Naef in writing.

Unless otherwise agreed, delivery shall be made at the risk and expense of the Customer ex works (EXW) Zofingen or, for international shipments, ex works (EXW) central warehouse Germany (Incoterms® 2020: EXW).

Partial deliveries are permitted to the extent reasonable for the Customer.

5. Retention of Title

The delivered goods shall remain the property of Naef until full payment of all claims has been received.

Naef is entitled to have the retention of title registered in the official retention of title register.

6. Warranty

Naef warrants that the products are free from material defects in materials and workmanship.

Obvious defects must be reported in writing (e-mail) immediately, and at the latest within 7 days after receipt of the goods.

In the case of justified notices of defects, Naef shall, at its own discretion, either provide a replacement or rectify the defect. Further claims by the Customer are excluded to the extent permitted by law.

7. Liability

Naef shall only be liable for damages caused by willful intent or gross negligence.

Liability for indirect damages, consequential damages, or lost profits is excluded to the extent permitted by law.

8. Intellectual Property Rights

The Customer acknowledges that all trademark, design, and copyrights to the products belong to Naef or the respective right holders.

Any use of these rights by the Customer requires the express written consent of Naef.

9. Force Majeure

Events of force majeure which significantly complicate or make delivery impossible for Naef shall entitle Naef to postpone delivery for the duration of the hindrance plus a reasonable restart period, or to withdraw from the contract in whole or in part.

10. Place of Jurisdiction and Applicable Law

The exclusive place of jurisdiction is Zofingen (AG), Switzerland.

Swiss law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11. Final Provisions

Amendments and supplements to these GTC must be made in writing.

Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.