General Terms and Conditions of Sideshore AG, hereinafter referred to as Supplier

Validity of the GTC

The General Terms and Conditions are based on Swiss law and apply within Switzerland. The following terms and conditions apply to all offers, contracts and deliveries of Sideshore AG, even if they are not expressly agreed. The only exceptions to this are business transactions carried out via the website www.egret.ch. These terms and conditions are deemed to have been accepted when the goods or services are ordered, especially if the order is placed verbally due to the urgency of the situation. The customer’s general terms and conditions of purchase are hereby rejected unless they have been agreed in writing. If a contract is concluded and the customer also submits general terms and conditions, the matching points shall apply. A written agreement shall be made with regard to the deviating components.

Amendments and ancillary agreements shall only be effective if confirmed in writing by the Supplier.

These GTC shall apply for an indefinite period of time as long as they have not been amended by the parties in writing.

In all other respects, the provisions of the Swiss Code of Obligations on the purchase contract (Art. 184 et seq. CO) and other Swiss laws and ordinances shall apply. Should a provision of this contract be or become invalid or should the contract contain a loophole, this shall not affect the legal validity of the remaining provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed from the outset which comes as close as possible to the economic intention of the parties. The same shall apply in the event of a loophole.

Offers of the supplier

Sideshore AG sells sporting goods, clothing and electrically powered scooters, mainly to retailers.

Offers made in writing, by telephone, in person, by fax or by e-mail are considered binding.

A quotation is valid for 15 days, unless otherwise agreed in writing. Third parties may not be granted access to the offer documents without the supplier’s consent.

An offer is accepted when the customer declares this in writing, by telephone, fax, e-mail or in a personal meeting. The Supplier shall confirm acceptance in writing or by telephone.

The customer undertakes to check order confirmations and to inform the supplier of any discrepancies within 3 days. If the customer wishes to make a change to the order confirmation, the supplier shall inform the customer within two weeks whether the change is possible and what effects it will have on the provision of services, deadlines and prices. The supplier shall be bound by an offer to change the service for a fortnight. The change shall not apply to products that have already been delivered.

Price

The price list valid at the time the order is placed shall apply to pricing. The customer must enquire independently about the latest price list. Information provided by telephone is not valid for a longer period unless it is clearly a quotation.

If the supplier is unable to honour the delivery agreement with the customer due to extraordinary changes in its market, it shall inform the customer immediately. In this case, the supplier is authorised to adjust prices and delivery conditions accordingly. Such an adjustment is only possible for agreed prices if there are more than 6 weeks between the conclusion of the contract and the agreed delivery date and the cost increases have occurred after the conclusion of the contract.

Any price reductions granted are subject to timely payment and/or complete acceptance of the goods, insofar as these are discounts in connection with quantities. In the case of return shipments to which the Supplier has expressly consented without being obliged to do so, the quantity discounts already granted for the entire consignment of goods from which the return shipment originates shall lapse, with a corresponding obligation on the part of the Customer to make subsequent payment.

The customer shall bear the costs for packaging and transport as well as the costs for the inspection of the goods.

Deadlines

The Supplier undertakes to deliver the agreed products to the Customer on the dates specified in the order confirmation, while the Customer undertakes to accept and pay for these products at the predetermined time.

The deadlines shall be postponed appropriately if obstacles arise that are beyond the control of the Supplier, such as natural disasters, mobilisation, war, riots, epidemics, accidents and illness, significant operational disruptions, labour disputes, late or faulty deliveries and official measures.

In the event of other delays, the customer may

1. waive further deliveries: He must inform the supplier of this immediately.
2. request partial deliveries, if possible: This must be agreed immediately.
3. set the supplier a reasonable deadline for subsequent fulfilment: If the supplier does not fulfil by the end of this grace period, the customer may, provided it declares it immediately, waive subsequent performance or withdraw from the contract.

The supplier must inform the customer of any delays as soon as possible. Any damages shall be calculated in accordance with Art. 191 OR.

Contract fulfilment

The order confirmation shall be decisive for the scope and fulfilment of the delivery.

Unless a specific place of fulfilment has been agreed by the parties or is evident from the nature of the transaction, delivery shall be deemed to be the provision of the products at the supplier’s registered office.

Unless expressly agreed otherwise, benefit and risk shall pass to the customer upon dispatch of the goods from the supplier.

Unless a special acceptance procedure has been agreed, the customer must inspect the products himself and report any defects in writing. If the customer fails to notify the supplier within one week of delivery, the products shall be deemed free of defects in all functions and the delivery shall be deemed approved. The customer is then obliged to pay on time.

Terms of payment

Unless otherwise stated, the customer is obliged to pay within 30 days of delivery. If the customer pays by credit card, the amount will be debited immediately.

Service charges are due without deduction within 30 days of the invoice date.

If payment terms are not adhered to, the supplier is authorised to

1. to make claims against the customer immediately
2. or to demand securities for all outstanding claims
3. and/or make outstanding deliveries only against advance payment.

If securities or payments have not been provided even after a reasonable grace period has expired, the Supplier may withdraw from the contract even if the goods or a part thereof have already been delivered.

If the customer does not fulfil the terms of payment, the supplier is entitled to demand compensation.

The customer may offset counterclaims against the supplier if these are due or a legally binding court judgement exists.

If the customer does not meet the payment deadlines, he shall pay default interest of 5% from the due date without a reminder.

Delivery periods and default of the supplier

Delivery periods are only binding if they have been expressly agreed in writing. Delivery periods and times shall be deemed to have been met upon timely dispatch of the delivery or notification of readiness for dispatch. Compliance with deadlines is subject to the timely and proper fulfilment of all obligations of the customer and the granting of any official approvals. Otherwise the deadlines shall be extended accordingly.

If performance is dependent on correct or timely delivery, the Supplier shall be entitled to withdraw from the contract or to extend agreed performance times accordingly if the Supplier itself has not been supplied properly and/or on time.

The supplier shall not be obliged to make any further deliveries under other contracts before payment of all invoice amounts due, including default interest and costs.

The supplier shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the supplier, even in the case of bindingly agreed deadlines and dates. This also includes subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, staff shortages, lack of means of transport, official orders, etc., even if they occur at the manufacturer or subcontractor. Such delivery and performance disruptions shall entitle the supplier to extend the delivery or performance period for the duration of the disruption or hindrance or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled.

If the hindrance lasts longer than 3 months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.

Retention of title

The delivered goods shall remain the property of the Supplier until all claims of the Supplier have been paid in full. The customer is obliged to take all necessary measures to maintain this right of ownership and also authorises the supplier to register the retention of title with the competent debt collection office. For the duration of the retention of title, the following provisions shall apply in particular:

• The customer is obliged to treat the deliveries with care and is obliged to insure the deliveries adequately at its own expense against fire, water, theft and other damage at replacement value. The customer hereby assigns to the supplier all insurance claims arising from such insurance contracts with regard to the purchased goods. The latter accepts the assignment.
• The customer may neither pledge the deliveries nor assign them as security. However, he shall be entitled to resell the deliveries in the ordinary course of business on condition that the claims arising from the resale are transferred to him as security for the Supplier’s claims as follows: The customer hereby assigns to the supplier all claims, including all ancillary rights, which accrue to him from the resale against purchasers or third parties, irrespective of whether the deliveries are resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. However, this shall not affect the supplier’s authorisation to collect the claim itself. However, the Supplier undertakes not to collect the claim as long as the Customer fulfils its payment obligations to the Supplier, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or other circumstances exist which give rise to justified doubts as to the Customer’s willingness or ability to pay. If this is the case, the Supplier may demand that the Customer informs the Supplier of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

Cancellation of the contract

If, after the conclusion of a contract, the supplier becomes aware of circumstances which cast doubt on the creditworthiness of the customer or if the creditworthiness of the customer is reduced in the course of the business relationship, in particular if an application for the opening of insolvency or composition proceedings is filed or one of the aforementioned proceedings is opened, the supplier shall be entitled to withdraw from the contract or, insofar as this is legally possible, to demand immediate payment for goods delivered and immediate advance payment for goods still to be delivered, including cash payment of any bills of exchange drawn with immediate maturity.

Return of goods

The supplier’s consent is always required for the return of new goods delivered. The goods will be taken back up to a maximum of 30 days from the date of delivery and require at least the indication of sender, telephone number, e-mail address and reason for the return. A return form can be downloaded from the homepage www.sideshore.ch

If the delivery note or return form is missing, 10% of the invoice amount, but at least CHF 50, will be charged as a processing fee. This will be offset against the value of the credit note. Customised products cannot be returned. The consignment must be in absolutely new and saleable condition. This includes the original packaging and flawless labels that are neither labelled nor marked in any other way. The costs of the return shipment shall be borne by the customer.

Warranty, guarantee

The supplier undertakes to take care and deliver the products in good quality. The warranty for the delivered products is determined in all respects by the warranty or guarantee provisions of the respective manufacturer. The customer waives any further warranty claims against Sideshore AG and the manufacturer/supplier.

The customer acknowledges that, based on the applicable warranty provisions, the warranty is generally limited to repair or replacement of the defective/deficient products at the discretion of the respective manufacturer/supplier and, moreover, only applies if the products remain in Switzerland or the Principality of Liechtenstein.

Unless otherwise specified by the manufacturer, the warranty period is one year for sales to companies and two years for sales directly to consumers. Transport costs shall be borne by the customer.

Excluded from the warranty are defects and faults for which the supplier is not responsible, such as natural wear and tear, force majeure, improper handling, intervention by the customer or third parties, excessive use, unsuitable operating materials or extreme environmental influences.

Warranty services not covered by the manufacturer/supplier and additional costs caused by the customer will be charged to the customer. In the event of a missing or inadequate description of the fault, the supplier shall carry out troubleshooting at the customer’s expense.

If the customer resells the products, he is responsible for compliance with domestic and foreign export regulations. If the customer modifies the resold products, he shall be liable to the supplier, the buyer or third parties for any resulting damage.

The provisions of the Product Liability Act remain reserved.

In any case, the customer shall adhere to the procedures defined by the supplier or the respective manufacturer when processing any warranty claims. To this end, the customer is obliged to register warranty claims with the necessary information.

Duty to inform

The parties shall inform each other in good time of any special technical requirements and of the statutory, official and other regulations at the place of destination, insofar as they are relevant to the design and use of the products. Furthermore, the parties shall inform each other in good time of any obstacles that could jeopardise the contractual fulfilment or lead to inappropriate solutions.

Place of jurisdiction

The place of jurisdiction is the supplier’s registered office. However, the supplier may also call upon the court at the customer’s registered office.

Final provisions

Should one or more provisions of this contract be invalid or void, this shall not affect the validity of the remaining provisions. The invalid or ineffective provisions of this contract shall be replaced by a valid provision corresponding to the meaning and purpose of this contractual provision.

The parties shall endeavour to settle any disputes arising from the execution of this contract by amicable means.