(Deutsch) AGB

General Terms and Conditions (GTC) of Hubatka-Textil,

a division of Filtex AG

(VAT No. CHE-453.865.868)

Alte Landstrasse 4a, 9450 Altstätten, Switzerland

 

  1. Scope and validity
  2. These General Terms and Conditions (GTC) apply to all contracts concluded by Filtex AG with customers. By concluding the contract, customers accept the following terms and conditions in full and without modification.
  3. The GTC govern the conclusion, content and execution of contracts between the customer and Filtex AG.
  4. The GTC form an integral part of all offers and contracts. Side agreements, amendments or additions to the GTC shall only become effective with the written confirmation of Filtex AG.

 

  1. Conclusion of contract
  2. The contract is concluded by signing a written agreement or by written acceptance of the offer made by Filtex AG in the form of an order confirmation.
  3. Unless otherwise agreed, Filtex AG shall provide quotations free of charge.
  4. Unless otherwise agreed in the offer, Filtex AG shall remain bound to the offer for 10 days from the date of issue.
  5. Filtex AG does not assume the risk of having to procure ordered goods (procurement risk). This also applies to goods that are only described in terms of their type and characteristics (generic goods). If, after conclusion of the contract, it transpires that the ordered goods cannot be delivered or cannot be delivered in full, Filtex AG is entitled to withdraw from the entire contract or part of the contract without compensation. If Filtex AG has already received payment from the customer at the time of termination of the contract, the payment will be refunded to the customer. If no payment has yet been made, the customer is released from the obligation to pay. Filtex AG is not obliged to provide a replacement delivery in the event of termination of the contract.

 

III.        Terms of payment

  1. Unless otherwise agreed, invoices from Filtex AG for deliveries and services from all contractual relationships are to be paid net without discount by the payment date printed on the invoice form. Unless otherwise agreed, the payment obligation (due date) shall commence upon conclusion of the contract for services subject to a charge. Filtex AG expressly reserves the right to make delivery of the goods dependent on prior payment or partial payment by the customer (advance payment).
  2. If the customer violates the specified payment deadline or the terms of payment, they shall be in default without a reminder. In this case, Filtex AG is entitled to charge 5% interest on arrears. In the event of a reminder, Filtex AG may, in addition to charging reminder fees of CHF 25 to cover costs, also claim compensation for any collection, legal and court costs as well as further damages. In the event of default, all other outstanding invoices of the customer in question shall become due for payment, even if the payment deadline has not yet expired.
  3. Only payments made via the bank accounts of Filtex AG, payable to Filtex AG, Alte Landstrasse 2, CH-9450 Altstätten, shall be deemed legally valid. If cheques are offered as a means of payment, the debt shall only be deemed to have been settled once the cheque has been cashed. Any direct payments to representatives of Filtex AG shall not have any effect on the settlement of the debt, as the latter have no collection authority. Payment and transfer fees shall be borne by the customer.
  4. Unless otherwise agreed in the contract or in the order confirmation, the price quoted is in Swiss francs (CHF). If the price is set in a currency other than Swiss francs, Filtex AG reserves the right to increase prices if there are significant devaluations or weakening of the foreign currency between the conclusion of the contract and delivery. A significant devaluation or weakening is defined as a currency difference of 5% or more compared to the time of conclusion of the contract , measured on the basis of the development of the daily exchange rates between the Swiss franc and the agreed foreign currency published by SIX Group AG. If a significant devaluation or weakening of the foreign currency occurs between delivery and payment, the customer shall be liable to Filtex AG for the currency difference that has occurred since the conclusion of the contract.

 

  1. Terms of delivery
  2. The specification of delivery times and dates is generally subject to change for Filtex AG, unless a fixed-date transaction has been expressly agreed. A delivery period shall commence at the earliest upon acceptance of the order confirmation by Filtex AG, but never before the technical details have been clarified. Unless a specific delivery date has been expressly agreed, Filtex AG shall generally deliver in consultation with the customer or make the goods available in consultation with the customer. If delivery periods are specified in working days, this shall mean all days from Monday to Friday inclusive, with the exception of public holidays at the registered office of Filtex AG.
  3. Unless otherwise agreed, delivery or provision shall be made in accordance with the provisions of the Incoterm “EXW”.
  4. Unless explicitly agreed otherwise, Filtex AG is entitled to make partial deliveries.
  5. If the delivery cannot be delivered or if the customer refuses to accept the delivery, Filtex AG may terminate the contract after sending a written complaint to the customer and setting a reasonable deadline, and may charge the costs of producing the delivery and the associated expenses, whereby the costs incurred for producing the delivery and the associated expenses may be offset against any advance payments made by the customer. If the goods are lost or damaged as a result of the delay in acceptance, the customer shall be solely responsible for this.
  6. If Filtex AG is in default with a delivery or provision, the customer shall set a reasonable grace period of not less than 4 weeks. The customer shall notify Filtex AG of this period by registered letter or by courier service with shipment tracking. After this grace period has expired, the customer is entitled to waive the service or to withdraw from the contract. In both cases, any payments already made must be refunded by Filtex AG. The customer is not entitled to any further claims, in particular compensation for damages.
  7. If, after conclusion of a contract, disruptions and difficulties arise in the business operations of Filtex AG or its suppliers (e.g. reduced production capacities, fire, strike, epidemics and pandemics, transport and currency difficulties, difficulties in procuring raw materials, exit and entry bans, export restrictions, import restrictions, upheavals, war or other armed conflicts, etc.), the delivery period shall be deemed to be extended until these disruptions and difficulties have been eliminated. In this case, Filtex AG shall also be entitled to withdraw from the contract or to adjust the price of the ordered goods to the new circumstances.
  8. Upon separation for shipment, the benefits and risks shall pass to the customer to the extent permitted by law.
  9. The customer is obliged to inspect the delivered goods immediately upon receipt of the delivery or upon acceptance and to report any defects in writing and with suitable documentation. If the notification is not made within 5 days (received by Filtex AG), the goods shall be deemed to have been approved and the purchase price shall be due in any case as agreed. This is subject to the mandatory legal provisions regarding hidden defects. In this case, the complaint must be made within 5 days of discovery of the (hidden) defect.
  10. Returns to Filtex AG or its warehouse are at the expense and risk of the customer. The customer must deliver the goods in their original packaging, complete with all accessories and together with the delivery note and a detailed description of the defects, to the return address specified by Filtex AG. If the inspection reveals that the goods do not have any detectable defects or that these are not covered by the manufacturer’s warranty, Filtex AG may charge the customer for the costs of the inspection, the return shipment or any disposal. In this case, the purchase price will not be refunded.

 

  1. Guarantee and warranty
  2. The warranty period for products delivered by Filtex AG is limited to two years. The warranty expires upon further processing or treatment of the delivered goods.
  3. If the customer discovers a defect and reports it in good time, the customer is only entitled to demand a replacement delivery within a reasonable period of time. All other warranty rights are excluded to the extent permitted by law. Minor deviations in colour, weight, setting and dimensions from the sample or from previous deliveries do not constitute a defect that can be reported.
  4. Provided that the goods are free from defects, customers are not entitled to exchange the goods ordered and/or purchased or return them for a refund of the purchase price (“no change, no refund”).
  5. Filtex AG shall in no event be liable for (i) slight negligence, (ii) indirect and consequential damages and, to the extent permitted, loss of profit, (iii) damages resulting from delayed delivery, and (iv) any acts or omissions on the part of Filtex AG’s auxiliary persons, whether contractual or non-contractual. Furthermore, Filtex AG shall not be liable for damages attributable to any of the following causes:
  • improper, non-contractual or unlawful storage, adjustment or use of the products;
  • force majeure, in particular damage caused by natural forces, moisture, falls and impacts, etc., for which Filtex AG is not responsible.
  1. Customers acknowledge that fabrics exposed to heat and sunlight over a long period of time may fade and lose their colour. The storage of fabrics under the influence of excessive heat and sunlight constitutes improper storage, in which case Filtex AG accepts no liability or warranty.

 

  1. Final provisions
  2. Amendment of the General Terms and Conditions

The General Terms and Conditions in the version valid at the time of conclusion of the contract shall apply. Filtex AG expressly reserves the right to amend the General Terms and Conditions at any time and to implement such amendments without notice. Amendments will be made available on the Filtex AG website and included in the respective contract conclusion. Customers are required to check and take note of the latest General Terms and Conditions before concluding a further contract, even in the case of long-standing business relationships.

  1. Confidentiality

Filtex AG and the customer mutually undertake to maintain the confidentiality of all information and data not generally known that is made available to them during the preparation and execution of the contract. This applies in particular (but not exclusively) to prices and discounts. This obligation shall continue to apply even after the termination of the contractual relationship, provided that there is a legitimate interest in maintaining confidentiality. If there are any doubts about confidentiality, the facts must be treated as confidential.

 

  1. Assignment, transfer and pledging, offsetting

Rights and obligations arising from the contractual relationship and the contract as a whole may not be assigned (prohibition of assignment), transferred (prohibition of sale) or pledged (prohibition of pledging) to third parties, either in whole or in part, without the prior written consent of Filtex AG. Consent shall not be refused without good reason. Claims in connection with the concluded contractual relationship may not be offset or settled by offsetting (offset prohibition).

  1. Notifications / formal requirements

Unless explicitly agreed otherwise, communications between the contracting parties shall be in writing. Communications by e-mail or in another electronic form that enables proof of delivery and the content of a communication shall be deemed equivalent to the written form.

  1. Applicable law

This contract and any legal disputes arising from it shall be governed by Swiss substantive law, excluding all provisions that refer to a foreign legal system. The UN Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Convention) and any other intergovernmental agreements shall not apply. In the case of contracts for a purpose that cannot be attributed to the professional or commercial activity of the entitled party (contract with consumers), this choice of law shall only apply insofar as the protection granted by mandatory provisions of the law of the country in which the consumer has his habitual residence is not withdrawn.

  1. Place of jurisdiction

The ordinary courts at the registered office of Filtex AG shall have local and subject-matter jurisdiction. Mandatory statutory provisions on jurisdiction are expressly reserved.

 

Altstätten, August 2025