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General Terms and Conditions SWITZERLAND – B2B
Switcher Trading Sàrl- B2B General Terms and Conditions (for specialist retailers)
Disclaimer Please note that the only valid version of the Terms and Conditions is the German version.
1. General provisions
1.1 Switcher Trading Sàrl, with its registered office at Widengasse 10, 5070 Frick, Switzerland, CHE-281-815.076 (hereinafter referred to as "Switcher"), sells unprinted textile products through various distribution channels, including the Switcher B2B web shop (hereinafter referred to as "web shop"), electronic data transmission, and customer service.
1.2 Switcher's B2B General Terms and Conditions (hereinafter referred to as "GTC") apply to all persons and/or companies that have a VAT number and personalize, distribute, market, and/or sell Switcher products (hereinafter referred to as "Partners" or "Partner") (hereinafter: the "Products"). The B2B web shop is intended exclusively for partners, not for private individuals.
Legally registered companies in Switzerland that wish to place an order via the web shop must have a valid VAT number.
1.3 Switcher reserves the right not to sell its products to every person or company in order to build a selective partner network. Switcher reserves the right to control the opening of new accounts and the closure of existing accounts and may do so by giving a statutory notice period.
1.4 The GTC govern all B2B sales of products by Switcher. An order placed via the web shop or by other means (EDI, marketplace, offline order, etc.) implies the partner's full and unconditional acceptance of and compliance with the General Terms and Conditions.
1.5 Switcher reserves the right to amend the Terms and Conditions. These amendments shall apply to all future orders. The latest version of the Terms and Conditions is always available on the Switcher website.
1.6 In order to be binding on Switcher, all terms and conditions other than the GTC, as well as any deviations from the GTC, even if expressed by representatives of Switcher, must be expressly confirmed by Switcher.
1.7 Personal data is processed in accordance with Switcher's privacy policy and in compliance with the Swiss Data Protection Act (DSG).
1.8 Should any provision of the General Terms and Conditions and/or any other agreement between the parties become invalid in whole or in part, the remaining provisions shall remain fully valid. In such cases, the parties undertake to agree on a new provision that comes as close as possible to the invalid provision.
2. Access to the web shop and partner data
2.1 To gain access to the web shop, the potential partner (hereinafter referred to as "Potential Partner") must request access from Switcher by emailing info@switcher.comoder orby calling the local number +41 62 535 54 86.
Potential partners can also fill out a contact form in the web shop under the "Contact" tab. Potential partners undertake to provide accurate information and to keep it up to date. The General Terms and Conditions also apply to potential partners.
2.2 Registration in the web shop is only valid if the Potential Partner receives a confirmation email from Switcher informing them that their access request has been accepted. The Potential Partner will receive a link in advance to register online. On this form, they can choose their own login codes for the web shop. Switcher reserves the right to refuse the registration of a Potential Partner and is not obliged to disclose the reasons for the refusal.
2.3 The Partner must take all reasonable steps to prevent the unlawful use of its login codes. The Partner undertakes to ensure that anyone they authorize to use their login codes complies with the Terms and Conditions. The Partner is liable for all damages resulting from the use of their login codes or from their use by unauthorized persons. Switcher accepts no liability in the event of misuse of login codes.
2.4 If the partner wishes to have multiple login codes for other internal employees, they must expressly request this from their contact person at Switcher.
3. Online orders
3.1 The products offered for sale by Switcher are those displayed in the online store, subject to availability. Switcher endeavors to display the real-time availability of products on its website, but cannot be held liable if a product ordered by the partner is no longer available.
3.2 The Partner may also order products that are currently out of stock but are expected to be available again by the date specified in the web shop. This date is for guidance only and is therefore not contractually binding, and Switcher cannot be held liable for any delays in delivery.
3.3 Once the Partner has validated their order in the online store, a confirmation of receipt will be sent to them automatically. If the Partner does not receive a confirmation of receipt, this means that Switcher has not received the order. In this specific case, it is strongly recommended that the Partner contact local customer service at +41 62 535 54 86 or by email at info@switcher.com. Once the order has been confirmed, the partner will receive an order confirmation. The order is only final once the partner has received the order confirmation from Switcher by email.
3.4 The order confirmation shall specify in particular:
a. The price applicable to the quantities ordered;
b. The description of the products ordered;
c. The estimated delivery date;
d. The delivery charges (if applicable);
e. The estimated delivery date of any outstanding products;
f. The terms of payment.
3.5 Once Switcher has sent the order confirmation to the partner by email, no further changes to the ordered products can be requested.
3.6 Switcher reserves the right to reject an order if the information provided by the Partner is inaccurate, incomplete, or out of date. Switcher is not obligated to inform the Partner of the reasons for this rejection. Furthermore, Switcher cannot be held liable for the consequences arising from the provision of incorrect information by the Partner.
3.7 95% of the products offered for sale by Switcher are unprinted products (with the exception of Swiss Vision).
3.8 Switcher is entitled to cancel the order by notifying the Partner by email if the Partner fails to pay the amount due. In the case of advance payment and the use of a bank transfer as the payment method by the partner, Switcher is entitled to cancel the order if payment has not been received within five calendar days of the order date.
4. Prices
4.1 The applicable sales prices are those stated in the web shop and in the official price list sent by email when the account was created or when the price was subsequently changed.
4.2 Switcher will inform partners of any price changes where possible, allowing a reasonable period of time between notification and the actual price change. This notification will also include the new price list. If the partner has not received this notification due to an error or if it has not been forwarded internally and a price change is noticed on the web shop, the partner must inform Switcher immediately before placing a new order.
4.3 If, due to an error on the web shop or in the order confirmation, no price is displayed, the Partner must immediately inform Switcher so that this error can be corrected. Under no circumstances is the Partner entitled to receive the products for which no price was specified free of charge.
4.4 The prices displayed on the website are guaranteed, subject to availability of inventory, material changes in fees, and typographical errors or omissions.
4.5 Special productions are generally offered at fixed prices. Unless otherwise agreed, the prices quoted are valid for 30 days from the date of the offer and must be renegotiated after this period has expired.
If transport costs for sea or air freight are shown separately, it should be noted that these will be automatically adjusted to the delivery date requested by the customer once the production sample has been approved. In this case, any changes in freight costs shall be borne by the customer.
The terms of payment for special productions are generally 10 days net after delivery (no discount). For larger orders, a deposit of 50% is required before production approval. The remaining 50% is payable within 10 days of delivery (no discount).
5. Delivery
5.1 The products will be delivered to the delivery address specified by the Partner at the time of ordering.
5.2 Delivery dates are provided for informational purposes only. A delay in delivery (including express delivery) shall never result in a penalty or compensation from Switcher or justify the cancellation of the order.
5.3 Switcher is entitled to refuse one or more deliveries, including new orders, if the Partner fails to fulfill its obligations to Switcher (e.g., payment obligations, etc.), regardless of the reasons.
5.4 The shipping costs to be paid by the Partner will be specified in the order confirmation.
5.5 Switcher retains ownership of the products until the invoice has been paid in full (not only payment for the products, but also for other invoiced charges such as delivery, interest on arrears, etc.).
5.6 In the event of non-payment of invoices by the Partner within the contractual time frame, Switcher may exercise its other rights under the contract or the law and demand the return of the products at the Partner's expense and risk.
6. Complaints/Returns
6.1 The Partner is obliged to check the conformity of the delivered products immediately upon receipt. If the Partner finds that the packaging of the products is damaged, they may refuse to accept the delivery and request that the package be returned to Switcher. The Partner must inform Switcher's customer service department of the damage as soon as possible.
6.2 Any complaint regarding the invoice must be made by email within eight calendar days of the invoice date. Otherwise, the invoice shall be deemed accepted. Under no circumstances may a complaint be used to delay payment of the invoice.
6.3 In the event of a defect or hidden defect, the Partner must send Switcher a complaint by email, specifying the nature and reasons for the complaint. Minor differences in size, shade, color, and design do not constitute a defect. Every quality complaint will be examined by Switcher's quality department, which will determine whether a defect exists. Any defect identified by the Partner (e.g., stains, size differences, colors, etc.) must be reported before the product is altered.
Complaints must be received by Switcher within 28 calendar days of receipt of the products by the Partner or a third party. After this period, the Partner or the aforementioned third party shall be deemed to have accepted the products, and any complaint not relating to hidden defects shall be rejected.
6.4 Any request to return products must be received by Switcher within 28 calendar days of the products being received by the Partner or a third party. After this period, the Partner or the aforementioned third party shall be deemed to have accepted the products. The Partner must send a written return request stating the nature and reasons for this request and wait for written approval from Switcher. Written approval from Switcher shall be granted without acknowledgment and without prejudice to any legal claims.
6.5 In the event of approval, Switcher will initiate a return procedure. The partner will receive a return number and a label with the return address.
6.6 The products must be returned to Switcher in their original packaging and in the condition in which the Partner received them, together with all items supplied (accessories, packaging, etc.). Products returned in packaging other than the original packaging or in damaged original packaging cannot be accepted.
7. Liability
7.1 Switcher strives to deliver products of consistently high quality. Differences in size, shade, color, and design are expressly tolerated due to the nature and composition of the products. If Switcher determines that one of its products is defective, it will be replaced with a similar product of equal value. If replacement is not possible, Switcher will credit the defective product as soon as possible. Under no circumstances shall Switcher's liability exceed replacement/refund. Switcher shall not be liable for compensation for losses or direct or indirect damages.
7.2 The photos and texts illustrating and describing the products in the online store are for informational purposes only and are not contractually binding. They are used exclusively to promote the Switcher brand, and any other use is prohibited. Switcher accepts no liability for errors or omissions in the photos or texts displayed in the online store.
7.3 The Partner releases Switcher from any liability and waives any claims for compensation or damages against Switcher that may arise from Switcher's services—or in connection with them—or from the temporary unavailability of the web shop, unless there is intentional misconduct or gross negligence on the part of Switcher.
7.4 Most products are certified (e.g., GOTS, OCS 100, OCS Blended, Oeko Tex). However, these products lose their certified status after further processing unless our partners are themselves certified by the respective bodies. Accordingly, only certified partners may use the certification logos on their website and must also remove the labels with these logos from the products. Switcher accepts no liability for problems between the partner and the relevant certification body.
8. Payment terms
8.1 Purchases in the online store can only be paid for by invoice, PayPal, credit card, or bank transfer.
8.2 Unless otherwise stated on the invoice, invoices are payable immediately upon acceptance of the order without deduction (30 days net).
8.3 When paying by credit card, the entire amount (including delivery costs) must be paid at the time of ordering. The credit card will be charged immediately upon transaction.
8.4 Credit card payments are made via the secure payment system of the Internet payment service provider Postfinance. Payment by credit card is subject to approval by the issuing financial institution. Switcher accepts no liability if the financial institution refuses the payment for any reason or if additional fees are incurred due to bank charges.
Payment via Switcher - On account
8.5 The "on account" option can be used either by partners with prepayment terms or by partners with a credit limit who are authorized to pay on account (payment on the due date). Applications for a credit limit must be made exclusively by email to Switcher, which reserves the right to refuse to grant a credit limit and is not obliged to give reasons for its refusal.
8.6 For payments "on account," payment must be made in accordance with the payment terms agreed with the partner and the terms stated on the invoice (or pro forma invoice). If the payment terms stipulate "advance payment," payment must be made by bank transfer to Switcher's account. Delivery will be made after receipt of payment. In the case of a credit limit, payment must be made before the due date of the invoice.
8.7 If a credit limit is granted, the total amount of outstanding invoices may not exceed the agreed credit limit. Once this limit is reached, this will be indicated in the web shop and the Partner will receive an email from Switcher requesting them to pay the amount exceeding the credit limit by bank transfer. Under no circumstances can the order be delivered if the Partner fails to pay the amount due.
8.8 Depending on the offer, special orders are either offered with a 50% advance payment and 10 days net after delivery or without advance payment with 10 days net after delivery.
9. Late payment
9.1If payment is more than 40 days late from the invoice date, interest on arrears of 4% will be charged on the outstanding invoice amount.
9.2 Failure to pay a due invoice automatically renders all invoices, whether due or not, immediately payable. Switcher has the right to demand payment guarantees at any time. If the requested guarantees are not provided, Switcher is entitled to delay delivery of outstanding orders or to cancel them. All direct or indirect costs associated with non-compliance with the payment deadline, such as additional delivery costs, shall be borne by the partner.
10. Force majeure – Disclaimer
10.1 Force majeure is any event beyond Switcher's reasonable control that affects the fulfillment of its obligations, including, but not limited to, natural disasters, unrest, wars and military operations, national or local emergencies, acts or omissions of public authorities, economic disputes of any kind, acts of employees, fires, floods, lightning strikes, explosions, collapses, and acts or omissions of any person or entity outside Switcher's reasonable control, in particular its third-party providers.
10.2 In the event of force majeure, the delivery period for the products shall be extended by the period during which Switcher is prevented from fulfilling its obligations due to the force majeure.
10.3 If the delivery period for the products is extended by more than six weeks due to an event of force majeure, both Switcher and the Partner have the option of canceling the order in whole or in part without the Partner being entitled to compensation. However, Switcher has the right to be compensated for the costs incurred.
10.4 In the event of unforeseen circumstances during the execution of the order, Switcher may request an extension of the deadline and/or an adjustment to the order, including the agreed prices, if these circumstances make the execution of the order wholly or partially more difficult and/or more expensive. In this case, the parties will cooperate in good faith to make the necessary adjustments so that the order remains advantageous for both parties.
11. Order errors
11.1 If a Partner has made an error in their order, they may request the return of the products in writing. Any request for the return of goods must reach Switcher within a maximum period of 28 calendar days from the date of receipt of the products by the Partner or a third party. After this period, the products are deemed to have been accepted and Switcher can no longer be held liable for the error.
11.2 An ordering error cannot under any circumstances be used as a reason for delaying payment of the invoice. Returns will only be accepted after prior written request and written approval from Switcher, whereby the address for the return will be specified. The return costs shall be borne by the Partner.
11.3 Products must be returned to Switcher in the condition in which the Partner received them, together with all components supplied (accessories, packaging, etc.). Returns
11.4 Products that have been modified by the partner or a third party cannot be returned under any circumstances. Products also cannot be returned if no information about the sender is available (return number, order number, name, and address of the partner).
11.5 Returns must be sent to the address specified by Switcher and must include a copy of the delivery note and invoice.
11.6 Complaints due to picking errors must be reported to Switcher within a maximum of two calendar days after the goods have been accepted by the partner or a third party. After this period, the products are considered accepted and Switcher can no longer be held liable for the error. In the event of a picking error, Switcher will bear the costs of returning the goods.
12. Cancellation of order
12.1 Switcher is entitled to cancel the order by notifying the Partner in writing if the Partner fails to pay the amount owed within the specified period. For prepayment partners who use bank transfer as their payment method, Switcher is entitled to cancel the order if payment has not been made within five calendar days of the order date.
13. Intellectual Property
13.1 The intellectual property of Switcher, Swiss Vision, Geelee, and Whale includes, among other things, copyrights, trademarks, image rights, trade names, licenses, models, trade secrets, processes, software, formulas, ideas, concepts, and developments (hereinafter referred to as "Intellectual Property").
13.2 The customer accepts and guarantees compliance with Switcher's guidelines on intellectual property and image rights.
13.3 Trademarks and domain rights. Without the express written consent of Switcher Trading Sàrl, no domain names, company names, or other designations may be created or used that contain or allude to protected trademarks or names of Switcher (e.g., switcher-xxx).
In the event of unauthorized use, Switcher Trading Sàrl reserves the right to immediately prohibit such use and to enforce this prohibition through legal action.
14. Use of electronic means of communication
14.1 The products offered via the web shop are sold exclusively via digital platform processes. The Partner therefore agrees that Switcher may communicate with them electronically. Switcher is entitled to send the Partner electronic messages and other notifications regarding their order via the Internet. To the extent permitted by law, the Partner agrees that this replaces any legal requirements that may prescribe other methods or time frames for receiving notifications regarding their order.
14.2 Switcher is entitled to send messages by other means (e.g., by mail) and to receive written notifications if this has been expressly agreed between the parties, notwithstanding the General Terms and Conditions. To the extent permitted by law, the Partner undertakes not to contest the validity of orders, information, notifications, or messages exchanged electronically between the parties in connection with the General Terms and Conditions and the contracts related thereto in the event of a dispute.
15. Applicable law and place of jurisdiction
15.1 The General Terms and Conditions and the contracts based on them are governed exclusively by Swiss law.
15.2 If the customer is a merchant, the place of jurisdiction is the registered office of Switcher Trading Sàrl in Frick AG. However, Switcher Trading Sàrl is also entitled to sue the customer at their general place of jurisdiction. The place of jurisdiction for Frick AG falls under the district court of Laufenburg.
16. Customer service
16.1 If you require any information or have any questions, please do not hesitate to contact our customer service team:
• Tel.: +41 62 535 54 86.
• Email: info@switcher.com
• Address:
Switcher Trading Sàrl
Widengasse 10
5070 Frick
Switzerland
16.2 Switcher has taken the utmost care in developing its online store. However, neither Switcher nor its employees, managers, or staff can be held liable for any direct or indirect damage resulting from accessing and/or using this website, including sending emails.