SAM

SACRED ASSETS MANAGEMENT AG

General Terms and Conditions

as of 18.09.2013

1. Scope of application
These general terms and conditions govern the legal relationship between customer and the SAM Sacred Assets Management AG, Baarerstrasse 2, 6300 Zug (successively SAM), in regard to concluded contracts between the parties. All contradicting terms are herewith explicitly suspended. With an order placement, the customer automatically agrees to the terms.

2. Order
The information and prices listed in brochures are without commitment. Concluded deals – also those finalized at fairs or by employees, travelers, and sale representatives – are only binding providing that a confirmation of order in written form exists that has been acknowledged by the customer. The same applies to adaptations, changes or side-agreements, which have to be imperatively approved by us. An offer is valid during a time-span of 20 days, given that no other agreement has been ratified. Deliveries, products or services, that are demanded by the customer but that are not embodied in the contract can and will be charged for. Our descriptions on manner and quality of delivery and goods as stated in contracts are binding, given that these have been recorded in written form. The customer must communicate these deviations in written form within 14 days upon receipt of order confirmation. After this period we cannot be held accountable for the deviating delivery. Rush orders or orders that are directly delivered from stock become effective with delivery ex works, respectively ex distribution center; the customer bears the risk of possible transmission errors with orders over the phone or by word of mouth.


3. Conclusion of contract
The customer accepts an offer in written form, by phone, fax, email or face-to-face conversation. SAM is authorized to decline the carrying out of deliveries that have not been previously arranged and confirmed by SAM in the form of an offer within 10 days of receipt.

4. Changes / withdrawal
Given the case that the customer desires changes in regard to his or her order, SAM will disclose within 10 days if these changes are possible or not, and which implications these will have on services, fixed dates and prices. SAM is bound for 10 days to an amended offer. The amendments do not apply to products that have been delivered previously. If the customer withdraws from the contract, he becomes liable for damages due to non-fulfillment.

5. Delivery and delivery dates
The delivery takes place ex producer respectively ex distribution center on account and risk of the customer. The fabrication time is calculated upon receipt of order. The delivery time in pricelists is simply an estimate. SAM strives to deliver ordered items by the agreed upon date, while the customer pledges to accept and pay these items. Delays can occur as a result of delivery bottleneck, or situations that come up during transport or at customs. Delays will be communicated to the customer, but compensation for damages are suspended. Additional costs for express deliveries are at the expense of the customer.

We are authorized to process orders through part-delivery. These are to be paid separately by the customer, as long as the expenses are not unreasonable.

6. Notice of defects
The customer must report, in the form of a written notice, wrong delivery, shortfalls or material defects without delay and within 8 days upon receipt of the merchandise.
Defects, also those that cannot be detected after a thorough examination of the content, are to be immediately communicated in written form. Damages in transit are to be documented immediately upon delivery and to be communicated to the entrusted transport company. Any defects must be surveyed in detailed written form.

If the customer fails to denote in allowed time, the products counts as free from defects.

7. Transfer of risk
If not explicitly stated otherwise, the responsibility of usage and hazard is transferred to the customer at allocation of the goods, latest at the dispatch by the shipper.

8. Prices
Our prices apply for delivery ex works apiece or per packing unit, excl. 8% VAT. The prices conform to the pricelists effective on the day of order. The customer assumes the costs for packaging, transport as well as the costs for the inspection of the merchandise. Our prices can be changed without advanced notice.

9. Terms of payment
Our invoices are payable within 30 days from date of invoice. A cash discount deduction is only permitted if explicitly mentioned on the invoice with the term of payment. Any delay in payment can lead to a delivery or manufacturing stop. Late payments authorize us to charge a default interest of 6%. The right to enforce a higher damage caused by delay remains reserved. All costs of monetary transactions are at the expense of the customer. From the second monition on, SAM is authorized to charge default charges of CHF 40. --, Excl. VAT to the customer. All payments are to go to SAM. Payments to agents, sale representatives and others, do not release the customer from the duty of payment towards SAM.

10. Reservation of proprietary rights
As long as the purchasing price is not entirely paid, SAM is at all times authorized to register, at the expense and domicile of the customer, a reservation of proprietary rights as defined by Art. 715 ZGB.

11. Transport and place of delivery
Deliveries take place upon payment, and the risk lies upon the purchaser of the merchandise. The delivery is ex works. Possible damages in transit are to be detected and reported by the shipper in written form without delay to SAM. SAM will only insure shipments upon specific request by the customer, which will be billed for this service.

12. Warranty and liability
SAM warrants for the suitability for the use of the merchandise, specifically for the absence of manufacturing defects or functional defects. In the case of defects the statute of limitation of one year applies; defects are to be declared in written form. If the delivered merchandise is defective, the Swiss Code of Obligations applies. Merchandise that is retained for rectification of a defect or replacement of the defective merchandise will be taken from the ongoing production line. Custom-made products in quality and color will not be made. Replacement dispatches of merchandise are limited to a value of the original purchasing price, which is charged onto the purchasing price of the replacement delivery. If the purchasing price of the replacement delivery exceeds the purchasing price of the rejected delivery, the surplus shall be paid. Defects and inefficiencies that SAM is not responsible for, such as normal wear and tear, force majeure, inadequate handling, interventions by the customer or unauthorized third parties without the written consent of SAM, excessive use.
To the extent that the written acknowledgement of the order does not contain an explicit statement to the contrary, SAM is in particular not responsible for ensuring that the merchandise is suitable for any other than customary usage or fulfill more extensive expectations upon the part of the buyer. Any guarantees or assurances, which the customer requests must be identified as such in the written acknowledgement of the order, also in the case of subsequent business transactions. In particular, slogan-like definitions, references to generally accepted norms, the use of brands, trademarks or the submission of prototypes and samples do not in themselves constitute a guarantee. Our staff, commercial agents or other sales agents are not entitled to provide guarantees or assurances or to make statements about special usage possibilities or the operating efficiency of the merchandise.
Warranty shall not include factors for which we are not responsible, in particular in the case of unauthorized modifications to the delivered merchandise, other customer-related inefficiencies or force majeure, normal wear and tear, if the customer does not refute our assertion that the defect was only caused by one or several of these circumstances.
Standard commercial tolerance in respect of dimensions, quantity, quality, color, etc. or insignificant differences from the information provided in our print works shall form no cause for complaint. A guarantee for color fastness shall not be borne by us. If the customer does not give us the opportunity to convince ourselves of the defect, and in particular does not immediately put at our disposal the rejected merchandise, all claims for defect lapse.

13. Rights arising from product defects
If the delivered merchandise is faulty, we can initially choose whether we shall provide subsequent improvement or a substitute delivery. Latest after the second supplementary performance has failed, the customer may demand reduction of payment (reduction of purchase price) or rescission of the contract (withdrawal). If the customer should choose to claim compensation for failure of subsequent fulfillment, the delivery items remain with the customer, provided that it is acceptable to him. Compensation for damages shall be limited to the difference between the purchase price and the value of the defective merchandise. Where the ordering party claims withdrawal from the contract due to a deficiency in title or defect as to quality after the failure of subsequent fulfillment, he loses the right to claim compensation. We shall be liable only for the violation of material contractual obligations. The liability in the event of simple and slight negligence shall be limited to cases of typical and foreseeable damages. The above provisions for liability also apply for legal claims by the customer for compensation for expenditure in vain as well as for the personal liability of our employees, representative and vicarious agents. The aforementioned provisions shall not apply if we have maliciously concealed a defect or assumed a warranty for the condition of the goods, and for loss of life, bodily injury or damage to the health of a person, claims of the customer under the Product Liability Act and for claims for other losses arising from a grossly negligent breach of duty on our part.
All further claims are explicitly ruled out.
A return of ordered merchandise will only be accepted in the case of an incorrect delivery. After the dispatch of the merchandise, an order becomes irrevocable. It is mandatory that every return be arranged with us previously.

14. Trade mark rights
The customer acknowledges our commercial property rights in relation to the delivered merchandise and promises to adhere to these, as well as to advocate against violation of these by third parties. Further, the customer assumes to safeguard that the production and delivery of the articles that have been manufactured upon his request do not violate the commercial property rights of third parties and with this liberates us from all conflicting claims. The passing on of our drawings, drafts, samples, calculations, software and any other work to third parties is prohibited. We herewith retain all property, copy and other commercial trademark rights.
As long as no deviating agreement between the customer and us has been recorded, all merchandise acquired from us must be advertised, offered and distributed under the respective product name appointed by the SAM GmbH.

15. Various provisions
SAM reserves the right to change prices, services, and these general terms and conditions at any given time. Information regarding these changes will be communicated to the contractual partner as soon as possible. Changes to the general terms and conditions do not apply to already finalized and signed contracts.
The customer can only transfer claims out of a contract to a third party given that an antecedent written consent by SAM has been given.

16. Applicable Law
Solely Swiss law will govern; the UN Sales Convention does not apply.

17. Place of jurisdiction
The exclusive place of jurisdiction is the head office of SAM in Zug. In addition, SAM is authorized to prosecute the customer at his place of business.

18. Final provisions
Changes or constraints to the general terms and conditions require our written consent in order to be valid. Should individual provisions of the contract with the customer, including the given terms and conditions of delivery and payment, be or become invalid in part or in full, this shall not affect the remaining provisions. The whole or partly invalid settlement, should be replaced by a settlement, whose commercial success is as near as possible to the invalid one.
 
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