2.1. Offer and conclusion of the contract

(a) All offers of Products and/or Services on the Solexis website or elsewhere (Catalogue or other documentation of Solexis) are non-binding. Therefore, all indications relating to price, appearance, technical description and so on have only one indicative and non-binding purpose and may change them at any time and at its sole discretion.

(b) Solexis is bound only by its explicit offers and addressed specifically to you. Unless otherwise stated, such tenders shall be binding on Solexis for thirty (30) calendar days from the date of issue of the offer.

(c) A sales contract for the Products or a warrant contract for the Services is deemed to be concluded when Solexis sends you an order confirmation by e-mail, mail or any other means. Solexis reserves the right to refuse the conclusion of a contract without giving reasons.

(d) Any cancellation of an order or any withdrawal may be refused without reason by Solexis, subject to any mandatory right provided for in the Swiss Code of Obligations. If Solexis accepts the retraction or cancellation of the order, a 10% deduction from the order price will be charged by Solexis to cover the costs of cancelling the order. In addition, Solexis reserves the right to claim damages in excess of these flat-rate cancellation costs.

2.2. Return of Products

(a) By way of derogation from Clause 2.1(d) above, Solexis may, at its discretion, grant a right of return on a reimbursement on the Products.

(b) If Solexis accepts your request, the Products will only be taken back provided that they are in their original packaging, have never been used and are strictly in the same condition as at the time of receipt by you. Solexis reserves the right to refuse to return to its sole discretion, in particular if the foregoing conditions are not met. Any return sent but not accepted by Solexis will be returned to you and at your risk.

(c) If Solexis accepts the return, a handling fee equivalent to 10% of the initial value of the goods, but at least CHF 75.-, will be charged to cover the associated administrative costs. In addition, you will be responsible for risks and costs, including those related to transport, for the return of products.

2.3. Prices and conditions of payment

(a) The prices in force shall be those which are authentic on the day of delivery of the Products or the supply of the Services and shall be understood without any commitment on the part of Solexis. Split deliveries will be charged at the daily price. Prices are net, duty-free, in Swiss francs (CHF) from the manufacturer’s factory, from the Solexis depot at CH-3960 Sierre (EXW) or any other location agreed between the parties. Legal taxes (VAT, etc.) are charged in addition. Packaging, insurance and transport costs are additionally charged. The costs of unloading shall be borne by the consignee. The price indications are given without commitment and may be changed without notice.

(b) You thus acknowledge that certain costs may be additional to the sale price of the Products or supplies of the Services, such as, but not limited to, value added tax (VAT), shipping costs, customs charges, etc. You understand and accept that Solexis has no influence on these costs.

(c) Solexis reserves the right to change its prices, in particular for reasons such as additional costs resulting from price increases for its suppliers, raw materials or any other product or service.

(d) Solexis reserves the right to issue invoices in electronic form only and retains full discretion in the methods of payment accepted.

(e) The total price, including all related charges (such as those mentioned above in Clause 2.3(b)) shall be credited and received by Solexis no later than the last day of the payment period indicated. At the end of the payment period and in the absence of payment of the full price as indicated above, you will automatically be in default and will have a default interest of 5% per year. Solexis reserves the right to stop any delivery and performance pending the full settlement of the debt.

(f) You do not have the right to set off your claims with your payment obligations to Solexis.

(g) You are responsible for verifying the accuracy of each Solexis invoice upon receipt. If you dispute all or part of an invoice, you must notify Solexis in writing within ten (10) days, stating the reasons for the dispute and the amounts involved. After this period, without valid written notification, the invoice will be deemed to have been accepted without reservation in its entirety.

2.4. Delivery of products, transfer of risks and force majeure

(a) The agreed or announced delivery dates are communicated to you only for information purposes and do not extend binding on Solexis. For example, delays in the delivery of the Products are possible due to events of force majeure (natural disasters, strikes, pandemics, intervention by the authorities, etc.), delays at Solexis suppliers, insufficient stock at Solexis or its suppliers or other reasons. Any late delivery delayed from an agreed or announced delivery date will not give you any additional rights under these Terms, such as without being limited to a right to claim damages or depart from the contract.

(b) Solexis may opt for partial deliveries at its sole discretion. In addition, Solexis reserves the right to restrict the countries and territories to which it delivers products. In cases of force majeure which last more than two (2) weeks or which render the performance of Solexis’ obligations unusually complicated or even impossible, Solexis may, at its sole discretion, depart from the contract with you, against reimbursement of the price already paid and (in the case of partial delivery) return of any Product already received in its condition at the time of dispatch.

(c) The Products are delivered by the agreed means at the time you placed your order. You bear all the risks, from the moment Solexis ships the Products or when they leave the Solexis deposit.

(d) If, for reasons such as strikes, work on the access road or any other non-museable reason, Solexis cannot deliver the goods to the address indicated on the order, a new place shall be agreed between the parties. Solexis reserves the right to charge the transport and storage price of the goods pending the cost of returning to a new place of delivery. If a second attempt at delivery proves unsuccessful, the price of the goods will be due.

(e) If in the week preceding the delivery of the goods, you decide to delay delivery or to change the contents, Solexis reserves the right to charge additional storage and labour costs. For services, Solexis may charge you for the costs already incurred at that time.

(f) You undertake to check the Products delivered immediately upon receipt. If defects or non-conformities are found, you must notify Solexis in writing within 5 working days of receipt of the Products, enclosing a copy of the delivery note or mentioning the delivery note number and, if possible, photographs of the damage or non-conformities found. In the absence of valid written notification to Solexis within this period, the Products will be deemed to conform to the order and accepted unreservedly in their entirety.

2.5. Retention of title

(a) The delivered products shall remain the property of Solexis until full payment of the agreed price, including additional costs and interest. Until that date, they may not be pledging, sold, rented or otherwise in alienated without the express authorization of Solexis. Solexis is entitled to have its retention of title entered in any relevant registry. In this context, you undertake to announce without delay to Solexis any change of domicile/headquarters as well as any claim made by a third party on Retention-of-title Products.

(b) If you are unable to pay the whole sale price, Solexis is then entitled to recover the goods delivered at your own expense, without automatically having recourse to the right of termination of the contract. All other legal rights are reserved.

(c) Resellers may sell the Retention-of-title Products to their own name in a customary commercial transaction. In this context, the reseller assigns to Solexis its rights arising from the resale operations as security for the payment of the price of the Products. The reseller is only allowed to collect the price of the products of its customers if it has correctly fulfilled its payment obligations to Solexis. The reseller undertakes to obtain a retention of title to its customers on the Products, until the total price of the Products has been paid to Solexis.

2.6. Staff allocated to the performance of the Services

(a) Solexis allocates appropriate personnel to the performance of the Services in accordance, in particular, the nature of the Service, the timing and availability of staff.

(b) Solexis will not be obliged to take into account your request for specific staff (person or number of staff allocated).