General Terms and Conditions

1. Scope

1.1 These General Terms and Conditions (GTC) apply to all supplies of goods by Vemente GmbH, Sinserstrasse 67, 6330 Cham, Switzerland (Vemente), to its business customers (Customer). They supplement the agreement concluded with the Customer and rank below it. Agreement within the meaning of these GTC means the quote from Vemente accepted by the Customer, together with any framework agreement. These GTC become part of the contract if the quote refers to them. The version named in the quote is authoritative.

1.2 Vemente supplies exclusively to businesses and not to consumers. Provisions for the protection of consumers, including any statutory right of withdrawal, do not apply.

1.3 The Customer's general terms and conditions only apply to the extent that Vemente expressly agrees to them in writing (text form). If the Customer refers to its own terms in its acceptance, this is deemed an acceptance with changes under clause 3.2. Carrying out an order does not mean agreement to the Customer's terms.

2. Role of Vemente

2.1 In the purchase of the goods, Vemente is the Customer's contracting party. Vemente obtains the goods from suppliers and issues its own invoice to the Customer (clause 10). Vemente acts neither as agent or intermediary of the supplier nor as agent of the Customer.

3. Conclusion of the contract

3.1 Product details and prices on the website and on the platform are not binding. They do not constitute an offer.

3.2 In response to a request from the Customer, Vemente sends a quote by email. The quote states how long it is valid. The Customer accepts it by confirming it by email or through the link in the quote. The contract is concluded when this acceptance reaches Vemente within the period of validity. An acceptance with changes or additions is deemed a new request. Vemente confirms every acceptance by email without delay. If the agreement provides for a different process, such as ordering through the platform, that process applies. A request alone does not create a contract.

4. Prices, reservation of self-supply and price deviations

4.1 Prices are net, excluding VAT. Any applicable VAT is shown separately in the order confirmation and added. Shipping costs are shown separately. Clause 10 applies to customs duties and import taxes. The Vemente fee is part of the purchase price of the goods.

4.2 Vemente holds no stock. Delivery is therefore subject to correct and timely self-supply by Vemente's supplier. Vemente may only rely on this reservation if Vemente has actually placed a corresponding covering order with a supplier and that supplier fails to deliver correctly or on time through no fault of Vemente. In this case Vemente informs the Customer without delay and states the expected new delivery date. If the goods remain unavailable, Vemente may withdraw from the contract in whole or in part. Vemente refunds payments already received without delay.

4.3 If the supplier's costs rise before Vemente procures the goods, clause 4.4 applies.

4.4 If the actual procurement price deviates from the confirmed price by more than the threshold agreed with the Customer, Vemente puts the order on hold and obtains the Customer's confirmation before ordering the goods. The Customer may accept the adjusted price or cancel the order free of charge. Vemente neither silently absorbs the difference nor silently passes it on.

4.5 If a party was in fundamental error when concluding the contract, in particular about the price or the description of the goods, it may rely on this under Art. 23 et seq. CO. It informs the other party of this without delay. Mere calculation errors are corrected (Art. 24 para. 3 CO).

5. Delivery, transfer of risk and force majeure

5.1 Delivery dates are non-binding information unless they have been expressly agreed as binding. The goods are shipped directly from the supplier to the Customer. Partial deliveries are permitted to the extent that they are reasonable for the Customer.

5.2 Benefit and risk pass to the Customer as soon as the goods have been handed over to the carrier for dispatch to the Customer (Art. 185 para. 2 CO). This also applies if the goods are shipped from abroad and if Vemente bears the transport costs. If a consignment is lost or damaged, Vemente asserts the claims against the supplier and the carrier and passes on any compensation received to the Customer. The Customer reports externally visible transport damage immediately to the carrier and to Vemente. Terms such as ‘free delivery’ only concern the transport costs and do not change the transfer of risk.

5.3 In the event of force majeure and other unforeseeable obstacles that arise after the conclusion of the contract and for which Vemente is not responsible, delivery periods are extended appropriately. This also applies during a default that already exists. It applies equally if these circumstances arise at a supplier of Vemente or at its sub-suppliers.

5.4 Until proven otherwise, the following events are deemed force majeure, so that the affected party only has to prove that one of them actually occurred. These events are war, hostilities, invasion or extensive military mobilisation, civil war, riot, rebellion, revolution, usurpation of power, insurrection, terrorism, sabotage or piracy, currency or trade restrictions, embargoes and sanctions, lawful or unlawful acts of authorities, compliance with laws or official orders, expropriation, seizure, requisition or nationalisation, plagues, epidemics, natural disasters or extreme natural events, explosion, fire, destruction of facilities, and a prolonged failure of means of transport, telecommunications, information systems or energy, general labour disputes such as boycott, strike, lockout, go-slow or occupation of premises.

5.5 Ordinary non-delivery by a supplier is not force majeure. Clause 4.2 applies to it. A mere rise in the price at which the goods can be procured is not force majeure either. Clauses 4.2 to 4.4 apply to it.

5.6 Vemente informs the Customer of the beginning and end of such an event as soon as possible. If the event lasts more than temporarily, Vemente may cancel the affected order without liability and refunds payments already received. If a delivery date agreed as binding is exceeded considerably, or if the Customer can no longer reasonably be expected to remain bound by the contract, the Customer may withdraw from the part of the contract not yet performed. Damages are excluded in both cases. These provisions apply accordingly to the Customer if the obstacle arises on its side.

5.7 Vemente selects suppliers and carriers carefully, orders in good time and tracks the delivery. Vemente is liable under clause 7 for its own fault, including in selection, instruction and supervision. Otherwise, Vemente's liability for the conduct of suppliers and carriers is excluded to the extent permitted by law (Art. 101 para. 2 CO). Vemente asserts its claims against them and passes on any compensation received to the Customer to the extent that it relates to the Customer's loss. On request, Vemente assigns these claims to the Customer.

6. Warranty and guarantee

6.1 The statutory warranty for defects in the goods (Art. 197 et seq. CO) is excluded. It is replaced by the Vemente guarantee under this clause 6. The exclusion does not apply to defects that Vemente has fraudulently concealed (Art. 199 CO). The guarantee also covers properties that Vemente expressly warrants in the quote.

6.2 The guarantee runs from delivery for as long as the longer of the following two periods.

(a) The guarantee period stated in the quote. If the quote states no guarantee period, it is 6 months. Vemente owes this period regardless of what a supplier grants and of whether Vemente obtains a remedy or compensation from its supplier.

(b) The period of a guarantee or warranty that a manufacturer or supplier actually grants for the goods.

Vemente states the applicable period in the order confirmation.

6.3 The Customer inspects the goods as soon as this is practicable in the ordinary course of business. The Customer reports obvious defects within the period stated in the quote from receipt, and hidden defects within the same period from discovery. If the quote states no period, it is 5 working days. If the Customer does not report a defect in time, the goods are deemed accepted with regard to that defect. For defects in an item that has been integrated into an immovable work in accordance with its intended use and has caused that work to be defective, the period is 60 days from receipt, and for hidden defects 60 days from discovery (Art. 201 para. 4 CO).

6.4 If a defect has been reported in time and proven, Vemente chooses whether to repair or replace the goods or refund the price. If repair or replacement does not succeed within a reasonable period, Vemente refunds the price of the defective goods against their return. These are the Customer's only rights on account of defects. Rescission and price reduction are excluded. Vemente's liability under this clause 6 is limited to the value of the affected order. Clause 7 applies to further damage. The guarantee applies only to the Customer and is not assignable. Excluded are defects caused by normal wear and tear, improper use or arising after the transfer of risk, as well as the ordinary wear of consumables and batteries.

6.5 If Vemente does not fulfil its guarantee within a reasonable period, Vemente assigns to the Customer, at the Customer's request, its claims against the supplier on account of the defect. Vemente supports the Customer to a reasonable extent in enforcing them.

6.6 A voluntary guarantee from a manufacturer or supplier is passed on to the Customer. It is governed exclusively by the terms of that manufacturer or supplier and does not create any claims against Vemente beyond clause 6.2.

6.7 Claims under the guarantee become time-barred two years after delivery. If the guarantee period under clause 6.2 is longer, they become time-barred when it expires. If a defect is reported in time within the last six months before this period expires, the claims on account of that defect become time-barred six months after the report. For goods under Art. 210 para. 2 CO the period of five years applies.

7. Liability

7.1 Vemente is liable without limitation for damage it causes intentionally or through gross negligence, and for damage resulting from injury to life, body or health.

7.2 In the case of slight negligence, Vemente is only liable for direct damage and at most up to the value of the affected order, unless the agreement states a different amount. In the case of slight negligence, Vemente is not liable for indirect and consequential damage, in particular lost profit, loss of production, loss of data and third-party claims.

7.3 Vemente is liable for its employees and other auxiliaries to the same extent as for its own conduct (clauses 7.1 and 7.2). Clause 5.7 applies to suppliers and carriers.

7.4 Liability for guarantees given under clause 6, liability under the Product Liability Act and any other mandatory statutory liability remain reserved.

8. Taking back goods

8.1 The Customer has no statutory right of return (clause 1.2).

8.2 Vemente may voluntarily take back unused and unopened goods. Any such taking back is subject to the conditions stated by Vemente and to any restrictions of the supplier. The Customer reports the wish to return goods to Vemente, and Vemente coordinates the return.

9. Sanctions, export control and lawful use

9.1 The Customer does not use the website or the platform to procure goods in breach of applicable sanctions or export control regulations, in particular those of Switzerland (SECO), the EU or the USA (OFAC), where applicable. The Customer warrants that its orders serve lawful business purposes.

9.2 Vemente may reject or put on hold an order if Vemente's checks or Vemente's own legal obligations as seller require it.

10. VAT, customs and invoice

10.1 Vemente issues its own invoice to the Customer for the price of the goods, the shipping costs and the Vemente fee. The fee is part of the purchase price of the goods. The invoice shows any applicable VAT separately.

10.2 For goods from abroad, the Customer is the importer unless the quote states otherwise. The carrier carries out the customs handling and bills the clearance charges, any customs duties and the import VAT directly to the Customer. These amounts are not part of the invoice from Vemente. The import VAT is assessed on the price the Customer owes Vemente, including shipping costs and the fee. Vemente makes its invoice available to the Customer at the latest on dispatch, so that the Customer can present it to the carrier as proof of value. If the customs clearance is based on a different value, the Customer informs Vemente. A correction is only possible within 30 days of the customs clearance (Art. 34 Customs Act). Whether and to what extent the Customer can deduct the import VAT as input tax depends on its own tax situation.

11. Payment

11.1 The payment terms stated in the quote apply. Every invoice states its due date.

11.2 The Customer is in default without a reminder when the payment period expires (Art. 102 para. 2 CO). From that point on, it owes default interest under Art. 104 CO. Further damage remains reserved (Art. 106 CO).

11.3 The Customer may only set off claims that are undisputed or established by a final judgment. The Customer may only assert a right of retention arising from the same contractual relationship.

11.4 If the Customer does not accept goods properly tendered, Vemente may claim the following amounts.

(a) A handling fee, to the extent that the agreement concluded with the Customer provides for one, in the amount set out there. The Customer may prove that Vemente suffered a lower loss.

(b) The return freight and any return, cancellation or refusal fees that the supplier actually charges Vemente. Vemente provides evidence of these to the Customer on request.

(c) If the supplier does not take the goods back, the full purchase price against delivery of the goods to the Customer. This is usual for items not held in stock, special orders and opened or damaged packaging. Vemente makes reasonable efforts to return the goods or use them otherwise before claiming the full purchase price.

12. Changes to these GTC

12.1 Vemente may change these GTC and notifies the Customer of changes in advance. The changed GTC apply to orders placed after they come into force. In the case of material changes to the Customer's disadvantage, the Customer may reject the change and terminate the affected agreement.

12.2 Individually negotiated provisions in the agreement concluded with the Customer take precedence over these GTC.

13. Applicable law and place of jurisdiction

13.1 These GTC and all supplies are governed by substantive Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG).

13.2 The exclusive place of jurisdiction is Zug, Switzerland. Vemente may also sue the Customer at the Customer's registered office.

14. Final provisions

14.1 If any provision of these GTC is invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid provision that comes closest to its purpose.

14.2 Changes and additions to the contract must be made in writing (text form). Email is sufficient. Clause 12 remains reserved.