General Terms and Conditions
1. Acknowledgment and applicability of the GTCs
IMPACT ACOUSTIC AG ("IMPACT ACOUSTIC") undertakes to execute orders from customers ("Ordering Party") exclusively based on the order confirmation and the following provisions. Changes or additions to the same are only legally effective if they are agreed in writing. By signing the order confirmation, the purchaser expressly declares that these General Terms and Conditions of IMPACT ACOUSTIC apply to the order.
2. Delivery date and shipment
Orders accepted shall always be executed in accordance with the operating and employment conditions prevailing at the time the order is confirmed. Delivery dates stated in the order confirmation are provisional and always apply ex-works. The delivery date is only considered binding if IMPACT ACOUSTIC explicitly confirms the delivery date in writing as "binding". IMPACT ACOUSTIC may make advance deliveries or deliveries of part of the order quantity unless this is excluded by written agreement. Obstacles to the execution and delivery of an order, such as strikes, operational disruptions, lockouts, pandemics, epidemics, environmental catastrophes, and their consequences, are considered force majeure and release IMPACT ACOUSTIC from the obligation to deliver, without the purchaser being entitled to any compensation. Goods ready for shipment must be called within 48 hours of notification of readiness for shipment, otherwise, IMPACT ACOUSTIC is entitled to store the goods at the risk and expense of the purchaser at its own discretion and to invoice them as delivered "ex-works". If goods ready for shipment are not called within the time limit, the customer has to pay the following additional fees:
An initial fee of 30% of the order volume, maximum CHF 1,000, and
a handling fee of CHF 150, and
monthly fee of CHF 150
If goods ready for shipment are not called within the deadline, the aforementioned fees become due immediately and default occurs without reminder. The monthly fee is renewed every 30 days and is due immediately. The full monthly fee is due for a month (30 days) that has elapsed.
3. Transport and risk
Transportation and risk are governed by the terms of the order confirmation. Transportation costs may vary depending on the order and will be charged according to the amount stated in the respective order confirmations.
Unless otherwise agreed, prices are ex-works and are subject to change without notice. IMPACT ACOUSTIC AG reserves the right to change prices at any time. Any taxes (VAT, etc.) and expenses (transport, etc.) will be charged additionally.
5. Terms of payment
Delivery will be made only against prepayment. No discount will be granted. At the discretion of IMPACT ACOUSTIC, the delivery may also be made on the account. The terms of payment applicable in each case shall be shown in the order confirmation. Default interest of 10% p.a. is agreed upon for late payments. Should a higher interest loss or exchange rate loss occur, IMPACT ACOUSTIC reserves the right to charge this to the customer. A processing fee of CHF 30 will be charged for each payment reminder. Any counterclaims may not be offset against the purchase price. All expenses and bank charges in connection with the execution of bank transfers shall be borne by the customer. Regardless of any dedication, payments shall be credited to the liability that has been due longest at the time of payment (first to the capital and then to interest on arrears and expenses for the same). If the customer is in default with his payment obligation, all invoices shall become due immediately without the need for an express due date.
6. Payment details
Changes to bank details must always be confirmed by IMPACT ACOUSTIC by phone. IMPACT ACOUSTIC is not liable for amounts transferred to incorrect bank accounts.
Bank: UBS Switzerland AG, 6002 Luzern (Switzerland)
IBAN CH90 0024 8248 1598 8901 P
IBAN CH32 0024 8248 1598 8960 J
IBAN CH42 0024 8248 1598 8961 U
IBAN CH47 0024 8248 1598 8963 V
7. Reservation of ownership
Until full payment of the invoice amount and any default interest, the delivered goods remain the property of IMPACT ACOUSTIC and the purchaser may not dispose of the delivered goods. The customer hereby expressly agrees that IMPACT ACOUSTIC may unilaterally register a reservation of title for all goods in the reservation of title register.
If goods are to be assembled on-site, the purchaser must ensure that the assembly can be carried out at the agreed place and time without delay. The customer is responsible for ensuring that the infrastructure required for assembly is available. IMPACT ACOUSTIC reserves the right to charge additional costs in the event of delays.
9. Complaints, warranty, compensation, and technical information
The customer must check the goods immediately after receipt and complain in writing about any defects, including the absence of warranted characteristics, within 14 days. The condition of the packaging must be checked for damage when the goods are delivered. In the event of damage, the delivery servicer must be informed in writing that the goods will be accepted with reservations due to the damage. The damage is to be documented with photos and then reported to IMPACT ACOUSTIC in writing immediately. In the case of hidden defects, the complaint must be made immediately and without delay. The limitation period for obvious and hidden defects is two years. IMPACT ACOUSTIC may refuse to remedy defects as long as the purchaser does not fulfill his obligations.
IMPACT ACOUSTIC may, at its discretion, deliver new goods, repair defective goods or reduce the purchase price. Further claims of the customer, in particular cancellation of the contract and claims for damages, which have not arisen from the goods themselves, are excluded as far as legally permissible.
Changes or repairs to luminaires, luminaire components, and room-in-room systems will only be carried out by IMPACT ACOUSTIC if explicitly agreed in writing.
The following characteristics of the goods correspond to the state of the art, do not represent a defect and a warranty is excluded as far as legally permissible:
Colour and surface deviations of goods including foreign fibers and cloudiness of fibers are part of the product characteristics.
The acoustic luminaires are designed for use at a room temperature of 10°C to 30°C. Additional environmental influences that cause deviating temperatures, such as special installation and mounting situations (installation location, installation position, confined space, proximity to heating systems), direct sunlight, but also certain chemicals or increased humidity, can impair the functionality of the luminaires.
For electronic control gear or components such as LED modules, the average rated failure rate is 0.2% / 1000 hours of operation.
Characteristics of LED modules:
Luminous flux decreases up to a value of 0.6 % / 1000 operating hours.
Luminous flux, light colour, and power are subject to a tolerance of +/- 10 % for a new LED module.
In the case of subsequent deliveries of LED modules, there may be deviations in the light characteristics compared to the original products due to technical progress as well as changes in the luminous flux and light colour of products due to use.
Due to the natural aging process, material, namely polycarbonate, and PMMA may discolour and become brittle.
Tolerances may occur in the various processing steps.
The liability of IMPACT ACOUSTIC is excluded to the extent permitted by law (except for intent, gross negligence, product liability law). Liability for external vicarious agents is completely excluded. The exclusion of liability extends to all damages of any kind, namely direct and indirect damages, consequential damages and financial losses, unrealized profits, lost savings, incurred interest losses, and damages from third-party claims against the customer. The exclusion of liability shall be fully transferred by the Purchaser to any customers, with the obligation to transfer it to any further customers.
11. Industrial property rights and copyrights
If goods are manufactured by IMPACT ACOUSTIC on the basis of design information, drawings, models, or other specifications provided by the customer, the customer has to fully indemnify and hold IMPACT ACOUSTIC harmless in the event of any infringement of industrial property rights, to support IMPACT ACOUSTIC in any legal proceedings and to reimburse IMPACT ACOUSTIC for all costs incurred.
Design documents such as plans, sketches, software, and other technical documents, as well as samples, catalogues, brochures, illustrations, and the like, shall always remain the intellectual property of IMPACT ACOUSTIC and shall be subject to the relevant legal provisions regarding reproduction, imitation, competition, etc. The purchaser of IMPACT ACOUSTIC shall be entitled to claim damages from IMPACT ACOUSTIC. Plans, sketches, and other documents provided to the customer by IMPACT ACOUSTIC remain the property of IMPACT ACOUSTIC, may not be passed on to third parties and must be returned immediately upon the first request.
12. Place of performance, jurisdiction, and applicable law
The place of performance for all payments and deliveries is the registered office of IMPACT ACOUSTIC.
The exclusive place of jurisdiction for all disputes is the court with subject-matter jurisdiction for the city of Lucerne. Swiss law is applicable to the exclusion of the Vienna Sales Convention and international private law.
13. Small material
A surcharge for small quantities will be charged according to expenditure.
IMPACT ACOUSTIC products are manufactured to customer specifications. Therefore, a return is only possible with the express written consent of IMPACT ACOUSTIC. IMPACT ACOUSTIC reserves the right to charge 100% of the value of the goods concerned as handling costs.
If IMPACT ACOUSTIC withdraws from the contract because the customer does not fulfill his contractual obligations, the customer is also obligated to pay 100 % of the order value affected by the withdrawal as compensation for costs. The right to claim further damages is reserved.
Should IMPACT ACOUSTIC receive information after the conclusion of the contract which makes the granting of credit to the customer appear to be not entirely unobjectionable, or should facts arise which are likely to give rise to doubts about the creditworthiness of the customer, IMPACT ACOUSTIC is entitled, at its discretion, to demand immediate payment of all outstanding claims or security, or to withdraw from the contract. In the event of withdrawal on the part of IMPACT ACOUSTIC, the customer may not claim damages. Facts in the sense of this provision are in particular a significant deterioration of financial circumstances, cessation of payments, payment stagnation, or liquidation of business; news about the aforementioned or similar facts are considered to be information.