Terms of Sales
Continuum Solutions Sàrl
1. Object
Continuum Solutions is active in the areas of purchase and sale as well as the import and distribution of electronic goods, sports equipment, sports shoes and clothing.
These general terms and conditions comprehensively govern the relationship between Continuum Solutions and its customers and apply to all customer orders from Continuum Solutions. Any agreement deviating from these general conditions requires a written agreement between the parties.
By placing an order, the customer accepts these general conditions as an integral part of the contract with Continuum Solutions. The customer's general conditions are not applicable, even if he mentions them on his order form or if they are mentioned in any way during an order, unless Continuum Solutions has expressly accepted them by writing.
They are, with the prices, the Customer's order, and the acknowledgment of receipt, the only documents governing invoicing. The information given in the catalogs, prospectuses, as well as the declarations of the Continuum Solutions sales representatives have only an indicative value.
2. Order and Price
"Product" means the devices, parts and accessories offered and distributed by Continuum Solutions as well as additional equipment and services.
Orders can be placed with Continuum Solutions in writing or electronically.
The prices of the goods sold are those in effect on the day the order is placed. They are denominated in Swiss Francs and calculated excluding taxes. Consequently, they will be increased by the rate of VAT and transport costs, as well as any additional taxes to come.
Continuum Solutions reserves the right to modify its prices at any time. However, Continuum Solutions undertakes to invoice the goods ordered at the prices indicated when the order is registered. Any particular offer of price or conditions made by Continuum Solutions, is valid for the number of days indicated on the offer or in the absence of information, 10 days.
Any increase, decrease, deletion or cancellation of tax or other regulatory levy will be immediately passed on to the customer by Continuum Solutions.
The orders placed commit the customer. Continuum Solutions has the right to refuse an order within five working days.
Unless otherwise stated, there is no right of return or termination.
Continuum Solutions may accept an order by delivering the goods or sending the customer a written order confirmation. In the order confirmation, Continuum Solutions provides the customer with an indication of the estimated delivery time. The customer is obliged to examine the order confirmation carefully and to immediately report any deviations from the content of the order.
3. Delivery
Delivery is made to the place indicated by the customer on the order form.
The delivery time indicated when registering the order is given for information only and is in no way guaranteed. Consequently, any reasonable delay in the delivery of the products cannot give rise to the benefit of the customer: "the allocation of damages" the cancellation of the order.
Continuum Solutions tries to combine in a single delivery several orders referring to the same customer number and having the same delivery address. If the customer wishes separate deliveries, the additional cost (in particular the costs for each delivery) will be invoiced to him.
Continuum Solutions, depending on the availability of the Products, reserves the right to reduce, split any order or offer substitute Products to the Customer in terms of quantities or delivery times requested by the Customer. These modifications appear on the acknowledgment of receipt issued by Continuum Solutions.
When delivery of the goods to the carrier is delayed for reasons for which the customer is responsible, the risk of loss and damage passes to the customer upon notification that the goods are ready for delivery to the carrier. The latter will also have to bear all the related costs, such as storage costs in particular.
In the event of delivery problems due to circumstances over which Continuum Solutions has no influence, such as a strike, lockout, loss of material, transport or operational blockage at the manufacturer or transport problems, Continuum Solutions is authorized to cancel the order.
The verification of the goods by the customer must be carried out at the time of their taking over. In the event that goods are missing or damaged during transport, the customer must make all the necessary reservations on the delivery note upon receipt of the said goods. These reservations must also be confirmed in writing within five days of delivery, by registered mail AR (action required).
4. Payment
Unless there are special conditions, invoices are payable within 10 days from the invoice date, subject to an ongoing Customer authorized by Continuum Solutions or by the credit insurance organization. In the case of an absence of authorized work in progress, the Customer must pay the invoice before dispatch of the order.
In the event of late payment, Continuum Solutions may suspend all orders in progress. Any amount not paid on the due date appearing on the invoice automatically entails the application of penalties of an amount equal to three times the legal interest. The rate of legal interest (or moratorium rate) retained is that in force on the day of delivery of the goods. These penalties will be due upon simple request from Continuum Solutions. In addition, in accordance with the regulations in force, an administrative fee of CHF 50 will be invoiced to the customer in the event of late payment.
If the customer is in default of payment of a debt, all other claims of Continuum Solutions, including those for which installment payment has been agreed, must be paid immediately. In the event of formal notice to pay by the customer, Continuum Solutions is entitled, without notice, to suspend all or part of all other deliveries to the customer until his debts are paid or guaranteed. All the consequences of such a suspension of delivery are exclusively the responsibility of the customer. The latter also bears all risk of loss/damage to the goods.
If, within an additional period set by Continuum Solutions, the customer does not discharge his debts or does not provide sufficient guarantees, Continuum Solutions is authorized to refuse any other delivery and to demand damages.
Continuum Solutions has the right to request at any time that the client immediately provide it with the necessary and sufficient guarantees to remove any doubts that Continuum Solutions may have as to its solvency and its possibilities of payment, in particular in the event of a lawsuit or other signs of payment difficulties. The client is required to notify Continuum Solutions in the event of a foreseeable liquidity problem.
No discount is accepted for early payment. Payment for orders is made by bank transfer.
5. Set-off / Right of retention
The client is not entitled to set off any counterclaims against the claims of Continuum Solutions. Any right of retention by the customer on goods belonging to Continuum Solutions is entirely excluded.
6. Retention of title clause
Continuum Solutions retains ownership of the goods sold until full payment of the price, in principal and incidentals. As such, if the customer is the subject of a reorganization or a judicial liquidation, Continuum Solutions reserves the right to claim, within the framework of the collective procedure, the goods sold and remained unpaid.
7. Warranties
Our warranty is that granted by the manufacturer and that prescribed by law.
The implementation of the warranty must be carried out under conditions that comply with the general after-sales service procedures of which the customer declares to have been aware. The after-sales service of the Products is managed by the technical center of the company Continuum Solutions.
Unless otherwise specified, returns of Products must be made in accordance with general after-sales procedures.
The warranty only applies to normal use of the devices in accordance with the indications given in the instructions for use.
It does not cover normal wear and tear of parts (or batteries if applicable) or damage resulting from lack of maintenance, poor connection, shock, reverse polarity, defects and damage. resulting from improper storage, handling, transportation, maintenance, failure to follow operating and installation instructions, use of unapproved parts and accessories, natural wear and tear, modifications or attempted repairs, external factors including force majeure (e.g. power or air conditioning failure and weather damage) or heat, humidity, vibration and other causes or a use that does not correspond to the use. It ceases automatically if the Customer or his own Customer has undertaken, without our approval, repair work or technical modification. The guarantee of our Products is limited to the replacement of the Products or the repair without any compensation for any reason whatsoever.
All complaints must be substantiated.
The Customer is prohibited from returning the Products or automatically deducting from the amount of Continuum Solutions' invoice, any amount corresponding in particular to non-compliance with a delivery date, administrative costs, non-compliance with Products, at after-sales service costs, at alleged price discrepancies without Continuum Solutions having been able to check the reality of the corresponding grievances and give its agreement.
A Product return made outside the after-sales service procedures can only be made with the prior written consent of Continuum Solutions.
Products modified or damaged after delivery cannot, under any circumstances, be returned.
In the event of an apparent defect or non-conformity of the Products received by the Customer and duly recognized by Continuum Solutions, the Customer may obtain the replacement of these Products, excluding any compensation or damages.
In the event of an accepted return, the Products must be returned in their original packaging with proof of purchase. If on return to Continuum Solutions' headquarters, the Product does not conform to the one announced to it, or if a fraudulent intention is observed, Continuum Solutions will not establish any credit note, will make the Product available to the Customer accompanied by the related billing.
In the event of a return without a description of the defect or breakdown, Continuum Solutions may carry out a search for the defect at the customer's expense (minimum one hour). Continuum Solutions reserves the right to return to the customer, at the latter's expense and risk, products whose original packaging is missing, defective or bears inscriptions, as well as products that are no longer in perfect condition.
In the event of returns made without the prior written consent of Continuum Solutions, the customer has no right to be credited with the value of the goods concerned. If the return of the goods takes place with the prior agreement of Continuum Solutions but if it turns out that it is not attributable to a fault of Continuum Solutions, the value of the goods credited to the customer, in the event of decrease in price that has occurred in the meantime, is based on the lowest price.
The customer notes that under the current provisions of the manufacturers, the warranty is generally limited, according to the choice of the manufacturer concerned, to the repair or replacement of defective products and that it is also only valid if the defect is reported immediately after its discovery and within the warranty period granted by the manufacturer. Defects found do not give the customer the right to withdraw from the purchase contract or to terminate the sale.
During the period of repair or overhaul of the device, the customer is not entitled to a replacement device, unless this has been agreed to in writing in advance.
In order to guarantee the quality of the products and to preserve their notoriety, Continuum Solutions reserves in any case the right to take back the Products in whatever places and hands they are, the Customer committing to assist Continuum Solutions in these operations. The Client is required to obtain the same guarantees from its own Clients and their sub-purchasers.
The Customer undertakes to respect the correct rotation of products in stock or in store under the principle of first in, first out.
The Products must be stored in accordance with the appropriate safety rules. Any non-compliance with these procedures will not engage the responsibility of Continuum Solutions. Continuum Solutions will take the utmost care in the production and packaging of the products. However, in the event of a defect duly recognized by it, its obligation will be limited to the replacement of the defective quantities. No compensation will be allocated for this fact for any cause or prejudice whatsoever.
In the event of non-compliant or defective Products and subject to compliance by the Customer with the General After-Sales Procedures, the liability of Continuum Solutions is strictly limited to material and direct damage caused to the customer and which would result from contractual breaches or faults of Continuum Solutions. Continuum Solutions cannot be required to compensate the Customer for immaterial and/or indirect damage such as operating loss, loss of profit, commercial prejudice, loss of profit, loss of image, etc. In the event of the liability of Continuum Solutions, it is in any case limited to our insurance guarantees.
8. Patents and copyrights
If a third party should claim or assert a claim against the customer due to the infringement of a patent, copyright or other intellectual property right by delivered products, the customer shall immediately notify Continuum Solutions in writing of such indications of infringement or asserted claims. Continuum Solutions will immediately send these notices to the manufacturer, asking them to rectify the situation. In such circumstances, the client waives all warranty or liability claims against Continuum Solutions.
9. Reports to manufacturers, data protection
The customer is aware and accepts that as part of the periodic reports that Continuum Solutions must submit to its manufacturers, Continuum Solutions stores and processes data relating to the contractual relationship with the customer, such as the prices and quantities of the products sold to the partner. as well as the contact details of the customer. The customer also agrees that Continuum Solutions will forward this data to manufacturers, possibly also abroad.
The client also agrees that Continuum Solutions processes data relating to clients in order to verify their creditworthiness and that it transmits it to the credit investigation institute commissioned by Continuum Solutions.
10. Liability
Continuum Solutions is only liable for direct damages that the client proves were caused intentionally or by serious fault on the part of Continuum Solutions or a third party mandated by Continuum Solutions. Its liability is limited to the price of the product delivered or the service provided.
Any broader liability of Continuum Solutions, its auxiliaries or third parties commissioned by Continuum Solutions for damages of any kind whatsoever is excluded. In particular, the customer has no claim for compensation for damages not affecting the product itself, in particular in the event of production stoppage, loss of use or data, loss of orders, shortfall or other indirect or consequential damages.
11. Data protection and e-commerce
Continuum Solutions collects the following data from a large number of product manufacturers: item master data, price and availability. Continuum Solutions structures and formats this data and makes it regularly and on request available to its partners.
Continuum Solutions processes the data carefully and updates it as best as possible. Continuum Solutions does not, however, provide any guarantee and/or assurance that the data is accurate, complete and usable.
Continuum Solutions disclaims all liability in connection with the production, transmission and/or use of data.
The data is the property of Continuum Solutions and may only be used for the client's own use. Any misuse and unauthorized transmission of data is prohibited.
The above provisions apply by analogy to all other Continuum Solutions electronic systems.
12. Transfer of rights and obligations
The client may only assign the rights and/or obligations arising from the various contracts (deliveries, services) with the written consent of Continuum Solutions.
13. Customer's commercial policy
Continuum Solutions customers are solely responsible for setting and advertising their selling prices as well as promotional operations presented to consumers.
14. Confidentiality
The client undertakes to ensure the confidentiality of Continuum Solutions' price lists as well as other confidential data and information of a commercial nature, such as discounts, reseller margins, bonuses, etc. and to use them only within the framework of its contractual relations with Continuum Solutions. This commitment retains its validity indefinitely after termination of the contractual relationship between the client and Continuum Solutions.
15. Force majeure
The responsibility of Continuum Solutions cannot be implemented if the non-execution or the delay in the execution of one of its obligations described in these general conditions of sale results from a case of force majeure. As such, force majeure means any external, unforeseeable and irresistible event.
16. Modification of the general conditions
Continuum Solutions reserves the right to modify these terms and conditions at any time. The customer is informed of significant changes to the general terms and conditions of sale in an appropriate form. In the event of changes to part of the contract to the detriment of the customer, the customer is authorized to terminate the contract in writing exceptionally on the date of entry into force of the new conditions of the contract within 14 days after the sending of the notification.
17. Applicable law
These general conditions of sale cancel and replace the general conditions of sale previously applicable. They are subject to the law of the country of issue, expressly excluding the provisions of international treaties, in particular the United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna.
Any dispute relating to the present will be subject to the jurisdiction of the court at the registered office of Continuum Solutions.