General Terms and Conditions

1. Scope

These General Terms and Conditions apply to all orders placed with Unico Graber (hereinafter referred to as the "supplier"), regardless of whether they are placed verbally, in writing or electronically. They govern the rights and obligations of the supplier and the buyer (hereinafter referred to as the "customer") for the sale and delivery of the supplier's products, in particular plano safety eyewear and prescription safety eyewear.

By placing an order, the customer confirms unreserved acceptance of these General Terms of Delivery and Sale (GTDS).

Any departure from these General Terms and Conditions requires a written agreement between the supplier and the customer. The supplier is entitled to amend these General Terms and Conditions at any time. The version in force at the time of the customer's order shall apply.

2. Conclusion of contract

2.1 Opening and operation of a customer account, financial evidence

The supplier is entitled to make the opening and operation of a customer account subject to legal and financial evidence and, where applicable, to a bank guarantee.

2.2 Order

The customer must provide all information required for the order and is responsible for its accuracy. A contract binding on both parties is concluded if the supplier does not object to the customer's order within 1 working day. If the supplier accepts orders only subject to amendments, these are deemed accepted by the customer unless the customer objects within 2 working days.

2.3 Order changes and cancellations

Once an order has been placed, the customer may only amend it by agreement and with the express consent of the supplier. Individualised UNICOindividual orders that are already in production can no longer be amended or cancelled.

3. Prices

All products are invoiced at the prices applicable on the day of the order. Prices are quoted per unit in CHF/EUR, exclusive of taxes and duties of any kind. All prices are exclusive of packaging and shipping costs. Only for UNICOindividual orders is the price inclusive of packaging and shipping costs.

Special arrangements between customer and supplier are possible but must be made in writing.

4. Terms of payment

4.1 Invoicing

Orders are invoiced by the supplier when they are handed over for shipment. Any objection to invoices by the customer must be received by the supplier within one month of dispatch of the statement; otherwise the statement is deemed accepted.

4.2 Method and period of payment

Payments must be made within 30 days. Special arrangements between customer and supplier are possible but must be made in writing. Where discounts are granted for faster payment, the date of receipt of payment by the supplier is decisive. Discount rates may be amended by the supplier at any time with one month's notice.

Payment must be made by bank transfer or equivalent procedure. The customer is not entitled to settle invoices by offsetting them against counter-claims against the supplier. If payment is not made within 30 days, the customer is in default without further notice. In this case, default interest of 5 % is due and all amounts owed by the customer become immediately payable. The supplier is also entitled to halt pending deliveries, suspend the processing of orders, reject new orders and block the customer account. Other rights provided by law remain reserved.

5. Retention of title

The delivered goods remain the property of Unico Graber until full payment of the invoices.

6. Shipping, delivery

6.1 Delivery conditions

Unless expressly stated otherwise by the supplier, delivery is made at the customer's expense and risk by a freight forwarder or carrier appointed by the supplier, to the delivery address indicated by the customer. Benefit and risk in the products pass to the customer upon handover of the goods to the freight forwarder or carrier (EXW, Incoterms 2021).

6.2 Delivery deadlines

Delivery deadlines indicated by the supplier are non-binding unless expressly designated as binding. Even where a delivery deadline is binding, the supplier is not liable for delays due to circumstances for which the supplier is not responsible.

7. Complaints

Complaints must be made in writing within 10 days of receipt of the goods. We accept no liability for damage caused during transport. If the delivered goods demonstrably show manufacturing defects, we will repair or replace them free of charge. We accept no liability for damage resulting from inaccurate information about the intended use or from incorrect use.

8. Tolerance guarantee for UNICOindividual products

A tolerance guarantee of 6 months from delivery to the customer applies exclusively to individualised UNICOindividual products. If, within this period and despite regular wear, persistent intolerance caused by the lenses occurs, the progressive lenses may be returned to the supplier's technical customer service for inspection in order to identify the causes of the adaptation difficulties. The lenses will be exchanged for lenses of similar or different geometry if the technical customer service deems this appropriate after consulting the optician.

9. Warranty

The supplier warrants that its products are free from defects in material, manufacture, design or otherwise that significantly impair the intended use of the products. The supplier will remedy any defects to the extent that this is possible and economically reasonable. In the case of significant defects, the supplier will replace the product if rectification is not possible or not economically reasonable. The customer must inspect the products upon receipt and report any defects without delay, documenting them as far as possible. Otherwise the customer forfeits their warranty rights.

Defects and complaints must be communicated to the supplier in writing. The goods complained about must be returned to the supplier for expert assessment. If there is a defect for which the supplier is responsible, the customer will be supplied with a replacement or the purchase price of the goods complained about will be credited as soon as possible.

Warranty is excluded for products that are not used properly or that the customer has attempted to repair themselves or via third parties. No liability is accepted for products that have not been tested by Unico Graber as a complete occupational safety device.

10. Limitation of liability

The supplier is liable for financial loss resulting from product defects and other breaches of contract only if the supplier or one of its auxiliary persons has caused the damage intentionally or through gross negligence. Any liability for indirect or consequential damage is excluded, in particular for loss of revenue or production, loss of profit, loss of a chance and the like.

The customer ensures that these limitations also apply to third parties (such as end users and insurers). Liability is excluded in the event of force majeure and for errors falling within the area of responsibility and risk of the customer or end user. This applies in particular to:

consequences arising from the use of a product showing an obvious defect;
malfunction resulting from normal wear and tear of the product;
improper use or inadequate maintenance by the customer or end user;
improper handling of the product by the customer or end user;
errors or inadequate advice in the selection of products by the customer or by a third party;
non-compliance with statutory provisions by the customer;
errors during assembly or operation of the product or when exchanging components such as lenses, etc.;
failure to observe the supplier's instructions and recommendations.

This clause 10 conclusively governs liability for financial loss. Mandatory statutory provisions imposing more extensive liability are reserved.

11. Product conformity

The products covered by these General Terms and Conditions meet the requirements applicable in the territory of the EU and Switzerland which the supplier must observe for placing them on the market. They comply in particular with Regulation 2016/425 on personal protective equipment, insofar as these standards apply to them. If the customer is a reseller, they undertake to provide the end user of the product with the information referred to in European Regulation 2016/425, insofar as it applies to the product.

Much of this information is also contained in the instructions for use that accompany each product. End users must be informed about the characteristics of the product, its correct intended use and, where applicable, the need for medical supervision (UNICOindividual). The reseller alone is responsible for complying with information obligations towards the end user.

If the customer sells the products outside the territory of the EEA and Switzerland, they must comply with the local product conformity provisions in force there. On request, the supplier will assist them as far as possible with the relevant clarifications.

12. Copyright and image rights

Use of the supplier's trademarks, logos and images of any kind requires the supplier's prior written consent. The materials provided may not be modified and must be used as intended. The customer acknowledges and respects all of the supplier's copyrights and other intellectual property rights.

In the event of non-compliance with these provisions, Unico Graber declines all liability for third-party claims for damages. The customer undertakes not to use Unico Graber-branded products, logos or images for advertising or promotional purposes without prior written agreement.

13. Applicable law and jurisdiction

Contracts with Unico Graber are in principle subject to Swiss substantive law, excluding the Vienna Convention on Contracts for the International Sale of Goods. The courts at the supplier's registered office have exclusive jurisdiction over any disputes arising in connection with the contract. The parties shall endeavour to settle any differences amicably before pursuing legal action.

14. Processing of personal data

The customer expressly agrees that their personal data may be processed electronically by Unico Graber in the context of the contract, under the conditions set out below. As data controller, Unico Graber processes personal data for the management and monitoring of business operations in connection with customer relationships, including in particular the management of customer files, contracts, quotations and orders, deliveries, invoices, accounting, as well as the conduct of satisfaction surveys or marketing studies and the handling of complaints and customer service, within the framework of these General Terms of Delivery and Sale (GTDS) concluded between each customer and Unico Graber.

The data collected is indispensable for this processing and is intended for the internal departments of Unico Graber, its affiliated companies and its potential processors, who are only used within the scope of the CRM. The data collected from the customer mainly consists of identification data (civil status, identity, …), data relating to the business relationship and means of payment, and contact data (e-mail, telephone number). The customer's data is kept in a secure environment for the entire duration of the contractual relationship plus the statutory limitation periods. Where Unico Graber entrusts this processing to processors, it uses only processors that provide sufficient guarantees regarding the implementation of appropriate technical and organisational measures, so that the processing meets the requirements of European and Swiss regulations as regards reliability and security.