1. General

1.1 These Terms and Conditions govern commercial transactions conducted through the web shop of Master Science with traders, public-law institutions, or special funds under public law.
Our General Terms and Conditions apply exclusively.

1.2 The customer’s General Terms and Conditions of Business are excluded unless expressly recognized by us.

2. Price Agreement

2.1 Our prices are quoted ex works (plus statutory VAT if applicable).

2.2 Packing, transport, freight, and insurance costs are the responsibility of the customer. Orders valued less than CHF 150.00 will incur an additional charge of CHF 25.00.

3. Payment

3.1 We offer payment methods such as "Payment in advance" and "Invoice." Additionally, our online shop provides the option for payment via "credit card." Each order may have a specific payment term assigned. Payments via check or bill of exchange are not accepted, and any associated transaction costs are the responsibility of the payer.

3.2 Payments must be made without any deductions, including cash discounts (plus statutory VAT if applicable).

3.3 Late payments will incur interest charges at the rate permitted by law. We reserve the right to pursue additional claims for compensation.

3.4 Claims arising from the contractual relationship may only be assigned by the customer with our express written consent.
 

4. Retention of Title

4.1 Until all claims against the customer arising from the business relationship have been satisfied, the delivered item remains the property of the seller.

4.2 The customer has the right to process or transform the delivery item ("processing"). However, if the value of the seller's delivery item is lower than that of the other goods involved in the processing, the seller obtains co-ownership of the resulting product in proportion to the value (gross invoice value) of the processed delivery item relative to the value of the remaining processed goods. If ownership of the new goods is not acquired by the seller, both parties agree that the customer grants the seller co-ownership in proportion to the value of the seller's delivery item to the remaining processed goods. This provision also applies if goods are mixed or processed with items not belonging to the seller. The customer is responsible for storing the goods with the care of a prudent businessman.

4.3 Upon the sale of the delivery item or the new goods, the customer assigns their claim from the resale, along with all ancillary rights, to the seller as a precautionary measure. This assignment encompasses any outstanding claims, limited to the price invoiced by the seller for the delivery item. The portion of the claim assigned to the seller is given priority in settlement.
These measures ensure clarity and transparency regarding the ownership and rights associated with the delivered items, providing protections for both parties involved in the business relationship.

4.4 If the customer combines the delivery item or the new goods with other assets, they automatically assign their claim corresponding to the invoiced amount by the seller for the price of the delivery item, without requiring further special explanations.

4.5 The customer retains the right to collect the claims assigned to the seller until such authorization is revoked. They must promptly forward payments made on assigned claims up to the amount of the secured claim to the seller. In circumstances such as delayed or suspended payments, the initiation of insolvency proceedings, bill protests, or indications of financial strain on the customer, the seller reserves the right to withdraw the customer’s collection authority. Additionally, the seller may, upon prior notice and within a reasonable period, disclose the assignment for security, claim the assigned outstanding accounts, and demand disclosure of the assigned outstanding accounts from the customer's client.

4.6 In cases where a legitimate interest is substantiated, the customer must furnish the seller with all necessary information and documents required to assert their rights against the buyer.

4.7 Pledges or chattel mortgages are prohibited for the customer during the retention of title period. In the event of distraints, confiscations, or interventions by third parties, the customer must inform the seller immediately. The resale of the delivery item or new goods is permitted only to resellers in regular transactions, under the condition that payment equivalent to the value of the delivery items is made to the customer. The customer must ensure that their buyer acknowledges and accepts ownership only upon payment.

4.8 If the realizable value of all security interests exceeds the total secured claims by more than 10%, the seller, upon the customer's request, will release a corresponding portion of the security interests. This condition is deemed met if the estimated value of the securities held by the seller reaches or exceeds 150% of the value of the secured claims. The seller retains the right to choose between different security interests.

4.9 In the event of breaches of duty, particularly default in payment, the seller reserves the right to demand the return of the delivery item or new goods, even without setting a deadline. Alternatively, after a deadline, the seller may withdraw from the contract, and the customer is obligated to return the goods. Returning the delivery item or new goods does not constitute a repudiation of the contract unless explicitly stated otherwise.

5. Supplies and Services

5.1 Partial deliveries are permitted to a reasonable extent. We reserve the right to invoice partial payments accordingly.

5.2 The delivery route, method, packaging, and other protective measures for deliveries are determined at our discretion. Transport risks are assumed by the customer in all cases. While we are entitled to insure deliveries in the name and on behalf of the customer, we are not obligated to do so.

5.3 Upon receipt of goods, the customer must ensure that any visible damage or loss is promptly recorded in writing by the carrier. Any claims related to such damage or loss must be asserted immediately.

6. Transfer of Risk and Place of Performance

6.1 We bear the risk until the goods are handed over to the mail service, carrier, or the company responsible for transportation.

6.2 For customers who are traders, public-law institutions, or special funds under public law, the place of fulfillment for deliveries is our factory in Switzerland. Similarly, for payments, the place of fulfillment is also our factory in Switzerland.

7. Time Limits

7.1 If the customer breaches their obligations of cooperation, such as failing to timely request the delivery of goods or refusing to accept them, we reserve the right to take necessary actions after a grace period has lapsed without performance. This may include delivering the goods ourselves or withdrawing from the part of the supply contract where performance has not yet been fulfilled. Our right to seek compensation for breach of duty and compensation in lieu of performance remains unaffected.

7.2 For goods supplied by us but not manufactured by us, delivery is contingent upon timely and accurate deliveries to us, unless we are responsible for any delays, inaccuracies, or shortages in delivery.

7.3 Force majeure events warrant an extension of the delivery time and empower us to withdraw from the contract either entirely or partially. Events such as strikes, lockouts, operational disruptions, or other unforeseen circumstances beyond our control, which significantly impede or render delivery impossible, are treated as force majeure. This provision applies even if such circumstances occur during a delivery delay or at a supplier.

8. Liability for Defects

8.1 Claims for defects are not applicable for minor deviations from the agreed appearance or workmanship, or for minor impairments of serviceability.

8.2 Guarantees regarding the quality and durability of supplied goods are only recognized if expressly acknowledged in writing by us. Guarantees provided by our suppliers in written warranties, relevant advertisements, or other product documentation are not assumed by us unless explicitly stated.

8.3 Traders are obliged to inspect goods upon receipt and promptly report any defects.

8.4 In the event of defective goods or failure to meet warranted properties, we may, at our discretion, rectify the defect through repair or replace the goods with defect-free ones within a reasonable period.

8.5 If subsequent performance fails or is not completed within a reasonable grace period set by the customer, the customer may demand a price reduction or withdraw from the contract. The customer is not entitled to reimbursement for expenses incurred due to unsuccessful measures.

8.6 Claims for expenses related to subsequent performance or reversal after contract withdrawal, including transportation, shipping, handling, labor, and material costs, are excluded if the expenses arose from difficult access to the goods. This exclusion also applies if the delivered goods were installed in any location.

8.7 Damage resulting from incorrect or defective installation, commissioning, handling, operation, or maintenance, or from the use of unsuitable equipment, does not warrant claims for defects.

8.8 Statutory time limits for asserting claims for defects apply from the day of delivery. In cases of loss of life, bodily injury, or health impairment, intentional or gross negligence, fraudulent concealment of defects, or warranted properties, normal statutory prescription periods apply.

8.9 Additional claims for compensation for defects are excluded, except as specified in Clause 10.

9. Spare Parts / Maintenance / Repairs / Calibration
The provision of spare parts is limited to a period of 5 years following the completion of delivery. Repairs valued up to €100.00 will be undertaken without the need for a cost estimate.

10. Compensation

10.1 We assume liability for compensation and reimbursement of expenses incurred due to the breach of contractual or non-contractual obligations (such as default or tortious acts) only in cases of deliberate action or gross negligence. In instances of culpable loss of life, bodily injury, fraudulent concealment of defects, or acceptance of a warranty regarding properties, we accept liability for personal loss or damage to property in the case of objects used for private purposes.

10.2 Furthermore, we accept liability for breaches of material contractual obligations even in cases of ordinary negligence. However, in such instances, our liability is limited to damages that could have been reasonably foreseen at the time of contract conclusion and are typical under the contract.

10.3 We accept liability for loss caused by delay and in cases of ordinary negligence.

10.4 The purchaser must promptly and in writing inform us of any imminent consequences of default.

10.5 These provisions do not alter the burden of proof to the detriment of the customer.

11. Packaging Material
We will only entertain the return of packaging material to the extent that we are obliged to do so or as per other statutory requirements.

12. Offsetting and Retention
The customer is entitled to enforce a right of retention or refuse performance only insofar as counterclaims of the customer equate to the amount of any existing costs for the remedy of defects or completion, which are undisputed, legally established, or ready for the decision-making process, counterclaims arising from the same contractual relationship.

13. Final Provisions

13.1 The client is either a trader or a public-law institution. However, we reserve the right to take legal action.

13.2 If any provision in these General Terms and Conditions of Business or in other agreements between the customer and ourselves becomes invalid or unenforceable, the validity of all other provisions or agreements remains unaffected. In the event of a provision being deemed invalid, after considering other provisions, it shall be replaced by a valid provision that aligns closest to the economic purpose of the invalid provision.

13.3 This contract is subject exclusively to Swiss law. International law, including international conventions on the cross-border sale of goods, is expressly excluded.

This shop caters to entrepreneur customers and public-law institutions or special funds under public law.