Mammut Sports Group AG

Mammut Sports Group AG, AGB Export (November 2012) - 1 -

Mammut Sports Group AG


General Terms and Conditions of Sale and Delivery for Export


(Version dated 27 October 2009, revised on 1 November 2012)


1. Scope of validity

1.1 We conduct sales transactions exclusively on the basis of these General Terms and Conditions of Sale

and Delivery. The same applies to all further business relationships, even where these are subject to other

explicit agreements.

1.2 Departures from these terms and conditions are only effective when confirmed in writing. This also applies

to agreed exclusion of this clause regarding the requirement for written confirmation. Verbal agreements

are not valid. All agreements contracted by our representatives require our written confirmation.


2. Offer and conclusion of contract

2.1 Our offers are basically without obligation. The contract between the parties becomes legally effective

through the issue of an order in writing. In the event of subsequent orders (reordering), the purchaser

acknowledges the present terms and conditions, even in cases where the contract is agreed verbally due

to pressure of time.

2.2 In the case of offers designated as binding, the contract is concluded when our offer is accepted by the

purchaser in writing, within two (2) weeks of the offer date, or when the purchaser accepts our delivery of

the goods. After expiry of this time limit, we are no longer bound by the offer.

2.3 Without a prior offer on our part, a contract is only concluded when we, in response to a corresponding

order, confirm the order or deliver the ordered goods to the purchaser.

2.4 Our offers (prime selection from the current collection) are addressed exclusively to the retail trade for

onward sale to end-users. They are not addressed to dealers who, by way of auctions or through platforms

on which auctions take place, sell the goods on. By placing an order, the purchaser enters into a binding

undertaking to sell the ordered goods exclusively and directly to end-users and not by way of auctions or

through platforms on which auctions take place.

2.5 If the purchaser wishes to make specific demands in relation to our services, these should be notified in

writing prior to confirmation of the order. In such a case, we are entitled to accept or reject the order within

two (2) weeks of receiving the written demand. In any case, the purchaser remains bound by his order

during this time limit.

2.6 We reserve the right to modify the goods without special agreement on the part of the purchaser in cases

where such modifications are necessary due to technical developments or represent technical

improvements. Otherwise, minor deviations in colour, size and shape etc. are admissible if these are

deemed reasonable for the purchaser.


3. Prices, offsetting, returns and retention

3.1 Unless stipulated differently, our prices are quoted in EUROS, ex-works (place of manufacture) or exworks

warehouse, in Switzerland or the EU, including packaging, excluding freight, insurance, customs

duties and other accessory charges. In the case of small orders of less than EUR 300, we apply a smallorder

supplement of EUR 30.

3.2 Unless other conditions have been agreed, we are entitled to adjust the agreed prices to take account of

increased costs for labour, materials and raw materials, as well as increased costs owing to exchange rate

fluctuations. In the case of pre-agreed prices, such adjustments are only possible when more than six (6)

weeks separates the conclusion of the contract and the agreed delivery date, and the cost increases have

occurred after conclusion of the contract.

3.3 Any rebates are granted on condition of punctual payment and/or complete acceptance of the goods by

the purchaser, where these discounts relate to the quantity ordered. In the case of the return of goods that

we explicitly agreed to, without obligation, the agreed bulk discounts are nullified for the entire

consignment from which the returned goods originate. In such a case, there is a corresponding obligation

on the part of the purchaser to make an additional repayment. As a matter of principle, deliveries of new

goods may not be returned without our prior agreement. The returned goods will only be accepted up to a

maximum of 10 days after the date of delivery if accompanied by the delivery note and a completed

returned goods form. If the delivery note or the returned goods form is missing, 10% of the invoiced

amount, and no less than EUR 20, will be charged as a handling fee. This will be offset from the value of

the product reimbursement. Custom-made goods may not be returned. The returned goods must be in

new condition and sellable. Unstamped consignments will not be accepted.

3.4 Unless otherwise agreed, payments are to be made net, within 30 days of the date of the invoice. Invoices

for repairs are to be paid immediately and without discounts. Bank charges are passed on to the


3.5 The purchaser is only entitled to offsetting or the exercise of a right of retention when his demands are

ascertained without dispute or become legally effective.

4. Delivery time and delivery default

4.1 Delivery times and deadlines are only binding if this has been explicitly agreed in writing.

4.2 Delivery times and deadlines are considered to have been complied with upon punctual dispatch of the

delivery or the indication of readiness to deliver.

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4.3 Adherence to delivery times and deadlines presupposes punctual and correct fulfilment of all the

purchaserís obligations and the issue of any official permits that are required. Otherwise, the deadlines are

prolonged accordingly.

4.4 If our service provision depends on correct or punctual deliveries from our own suppliers, we are permitted

to cancel the contract or to prolong the agreed delivery times by a corresponding period in cases where we

ourselves have not been supplied correctly and/or punctually, and it was not possible or economically

reasonable for us to arrange an appropriate hedging transaction.

4.5 We are not under obligation to provide further deliveries relating to other contracts unless all outstanding

invoiced amounts, including default interest and costs have been paid.

4.6 Delays to deliveries and services due to force majeure and to events that seriously hinder or prevent us

from making the delivery shall not be borne by us, even in the case of delivery times and deadlines subject

to binding agreements. These include subsequent material procurement difficulties, breakdowns, strikes,

lock-outs, manpower shortages, transport deficiencies, official directives etc., even when these occur at

our suppliers or subcontractors. Such delays to deliveries and services justify us in prolonging the delivery

or service deadline for the duration of the delay, plus an appropriate lead time, or to make a complete or

partial withdrawal from the contract because of the unfulfilled part. If the delay takes more than three (3)

months, the purchaser is justified, after appropriate notification, in cancelling the contract in respect of the

unfulfilled part.

4.7 In the event of late delivery, the contractual penalties and/or claims for lump-sum compensation provided

in the order or in the general terms and conditions of purchase of the buyer shall not be applicable.


5. Transfer of risk and delivery

5.1 The risk passes to the purchaser as soon as the goods are transferred to the transport contractor, but no

later than when the goods leave the warehouse premises, or upon notification of readiness to dispatch, in

cases where the dispatch is delayed at the request of the purchaser.

5.2 The purchaser is not permitted to refuse receipt of deliveries on the grounds of insignificant defects.


6. Obligation to give notice of defects

6.1 Complaints must be made within five (5) working days of the delivery, or within three (3) days of identifying

a hidden defect, and must be accompanied by the delivery note. If a defect is not notified within these time

limits following its discovery, no claim for the defect may be made.

6.2 Inappropriate handling of the delivered goods after transfer to the purchaser or his carrier is the

responsibility of the purchaser, who shall bear any costs arising as a result. We will insist on the return or

visual inspection of the defective items in order to allow a detailed examination of the defect and ascertain

the causes.


7. Warranty and liability

7.1 The statute of limitation on warranty claims by the purchaser for material defects is twelve months from the

date of delivery.

7.2 Should defects be ascertained within the period of warranty, we have the right, at our discretion, to rectify

the defect or supply a replacement. The purchaser may only make use of his right of cancellation if and

when the supply of a replacement has failed conclusively, in so far as we are responsible for the delay and

the defect is not insignificant. Any other warranty claims are excluded.

7.3 The scope of our liability for the subsequent service provision is the same as for the original delivery, albeit

only until expiry of the warranty period applying to the original delivery.

7.4 Claims by the purchaser for damages are excluded. This does not affect cases where we have mandatory

liability on the basis of non-waivable legal stipulations.

7.5 We accept no liability for materials, product components, processing specifications, dispatch instructions

and similar made available by the purchaser, unless explicitly agreed otherwise in writing.

7.6 If material defects are brought to the attention of our purchaser by an end-user, the purchaser shall afford

us the opportunity to supply a replacement. Claims for damages are excluded as a matter of principle.


8. Retention of title

8.1 We reserve the right of ownership over the delivery in its entirety until we have received all payments

stipulated in the contract. The purchaser is under obligation to participate in any measures that are

required to protect our property; in particular, the purchaser authorizes us to make an entry or register a

caution regarding the retention of title in public registers, accounts or similar, in accordance with the

relevant local laws, at the purchaserís expense, and to fulfil all the related formalities upon completion of

the contract. During the period of retention of title, the following conditions in particular are valid.

8.2 The purchaser undertakes to handle the delivery item with care. The purchaser shall conduct any

maintenance and inspection work that is necessary in good time and at his own expense. In particular, the

purchaser is required to take out adequate insurance cover for the delivery item at his own expense

against theft, fire, water and other damages at replacement value. The purchaser hereby assigns to us, as

of now, all insurance claims arising from such contracts with regard to the delivery item; we accept this


8.3 The purchaser may neither give the delivery item as a bond nor assign it as collateral. However, the

purchaser does have the right to divest himself of the delivery item in the ordinary course of business,

provided that the conditions of the resale ensure our demands as follows. The purchaser assigns to us, as

of now, all receivables with all ancillary rights which accrue to him from resale to purchasers or third

parties, independently of whether the delivery item is to be sold on without or after processing. The

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purchaser retains the right to recover these receivables, even after assignment, though this does not affect

our authority to collect the receivables ourselves. However, we undertake not to collect the receivables as

long as the purchaser does not breach his contractual obligations, is not in default of payment and also, in

particular, is not subject to insolvency proceedings, suspension of payments or other circumstances which

would give rise to legitimate doubt regarding the willingness or ability of the purchaser to pay. Should this

be the case, however, we have the right to demand that the purchaser make known to us the receivables

assigned to us and the debtors, provide all the data necessary for collection, hand over all the related

documents and inform the debtors (third parties) of the transfer.


9. Return and disposal of packaging

Return and disposal of the packaging is subject to the relevant local laws and must be regulated by the



10. Jurisdiction and applicable law

10.1 All offers and contracts relating to the delivery of goods and services, including the formation of contracts,

are subject exclusively to Swiss law, to the exclusion of the rules on conflict of laws of the Swiss Federal

legislation on international private law (IPRG). The provisions of the UN Convention on Contracts for the

International Sale of Goods are also excluded.


10.2 The sole place of jurisdiction is Lenzburg, Switzerland.


11. Binding character and transferability of the contract

11.1 The legal invalidity of any individual provisions does not affect the binding character of the remaining parts

of this contract. This does not apply in circumstances where adherence to the terms of the contract would

represent an unreasonable hardship for one of the parties.

11.2 The assignment of any existing claims and liabilities against us to third parties shall be excluded unless we

consent to such an assignment in writing.