General Terms and Conditions (GTC)

of prodis-design GmbH
Grand-Rue 32a, CH-2606 Corgémont
Effective Date: 02. January 2022

Version: 02/2022

1. Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services between prodis-design GmbH (hereinafter referred to as the “Seller”) and its customers (hereinafter referred to as the “Customer”) and manufacturers with a registered office or place of residence in Switzerland, the European Union or outside the European Union.
1.2 Deviating or supplementary terms and conditions of the Customer shall only become part of the contract if the Seller has expressly agreed to them in writing.

1.3 The minimum requirement for producers is a valid SEDEX or amfori BSCI certificate. 
1.4 By placing an order, the Customer acknowledges these GTC as binding.

1.5 By confirming an order, the producer or supplier accepts these General Terms and Conditions.

2. Conclusion of Contract

2.1 The presentation of products in online shops, catalogues, or other media does not constitute a legally binding offer but merely an invitation to submit an order.
2.2 By placing an order, the Customer submits a binding offer to purchase. The contract is concluded only upon written or electronic order confirmation by the Seller or upon delivery of the goods.
2.3 The Seller reserves the right to reject orders without stating reasons.

3. Prices and Terms of Payment

3.1 All prices are quoted net in Swiss francs (CHF) or in euros (EUR), exclusive of statutory VAT, customs duties, shipping, and packaging costs.
3.2 For deliveries within Switzerland, Swiss VAT law applies; for deliveries within the EU, the respective EU tax regulations apply.
3.3 Terms of payment: [e.g. 30 days net from invoice date / prepayment / credit card / PayPal].
3.4 In case of default, the Seller is entitled to charge interest on arrears at a rate of 5% p.a. and administrative fees.

4. Delivery and Transfer of Risk

4.1 Delivery dates are non-binding unless expressly confirmed in writing.
4.2 Deliveries are made ex warehouse of the Seller or directly from the manufacturer, at the Customer’s expense and risk (Incoterms 2020: EXW or FCA, unless otherwise agreed).
4.3 Partial deliveries are permitted, provided they are reasonable for the Customer.
4.4 Risk passes to the Customer upon handover of the goods to the carrier.

5. Retention of Title

5.1 The delivered goods remain the property of the Seller until full payment has been received.
5.2 The Customer undertakes to cooperate in all measures necessary to protect the Seller’s ownership rights (e.g., registration in the retention of title register).

6. Warranty and Liability

6.1 The Customer shall inspect the goods immediately upon receipt and notify the Seller in writing of any defects within 7 days.
6.2 In the event of justified complaints, the Seller shall, at its discretion, either replace the goods or issue a credit note.
6.3 Further claims of the Customer, in particular claims for damages, are excluded to the extent permitted by law.
6.4 The Seller shall not be liable for indirect damages, loss of profit, or consequential damages.

7. Liability in Case of Deception, Misrepresentation, use of designs from prodis-design GmbH, failure to comply with agreements or Fraud by Suppliers / Manufacturers

7.1 If any supplier, manufacturer, or contractual partner of prodis-design GmbH provides false information regarding product characteristics, origin, quality, production conditions, or certifications, or acts fraudulently or with intent to deceive, prodis-design GmbH shall be entitled to:

• withhold or refuse payment for the affected goods in whole or in part,
• reclaim any payments already made, and
• withdraw from the contract without compensation.

7.2 In such cases, any expenses, damages, or loss of profit incurred by prodis-design GmbH as a result of the deception or fraud shall be deemed a claim for damages against the supplier or manufacturer.

7.3 Further claims, in particular for consequential damages, are expressly reserved.

8. Export, Import, and Customs Regulations

8.1 The Customer is solely responsible for compliance with all applicable import, export, and customs regulations in the destination country.
8.2 The Seller shall not be liable for delivery delays or additional costs resulting from customs clearance or import restrictions.

9. Data Protection

9.1 The Seller processes personal data in accordance with the provisions of the Swiss Federal Data Protection Act (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).
9.2 Data is used exclusively for the execution of business transactions and for maintaining customer relationships.

10. Applicable Law and Place of Jurisdiction

10.1 All legal relationships between prodis-design GmbH and its customers, suppliers, manufacturers, or other contractual partners shall be governed exclusively by substantive Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
10.2 The place of jurisdiction for all disputes arising from or in connection with these contractual relationships is the registered office of the Seller or CIient in CH-2606 Corgémont, BERN, Switzerland.
10.3 However, the Seller is entitled to take legal action against the Customer or contractual partner at their domicile or place of business.
10.4 For consumers residing in the EU, the mandatory consumer protection laws and jurisdiction of their country of residence shall apply.

11. Final Provisions

11.1 Amendments and supplements to these GTC must be made in writing.
11.2 Should individual provisions of these GTC be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

• Language clause: “In case of doubt, the German version of these GTC shall prevail.”