General Terms and Conditions Status 1.3.2015
The contract is concluded upon receipt of the Supplier's written confirmation that he accepts the order (order confirmation). Offers that do not contain a period of acceptance are not binding.
These delivery conditions are binding if they are declared applicable in the offer or in the order confirmation. Other conditions of the customer are only valid if they have been expressly accepted by the supplier in writing.
2. Scope of deliveries and services
The scope and execution of the Supplier's deliveries and services shall be determined conclusively by the content of the order confirmation, including any enclosures thereto.
3. Plans and technical documentation
Each contracting party reserves all rights to plans, technical documents and all other documents which it has handed over to the other party. The receiving contractual party acknowledges these rights and will not make the documents available to third parties, in whole or in part, without the prior written authorization of the other contractual party, or use them for purposes other than those for which they were handed over to it. The receiving contractual party shall be entitled to use the documents for any purpose other than that for which they were handed over.
All prices are net, without VAT, EXW (INCOTERMS 2010) without packaging, without any deductions.
The supplier reserves the right to adjust prices if wage rates or material prices change between the time of the offer and the contractual fulfilment. In this case, the price adjustment shall be made according to the sliding price formula. The price adjustment as a result of a reduction is based on Clause 9.4 in conjunction with Clause 7.2. .
5. Terms of payment
Unless otherwise agreed in writing, the Buyer shall make payments to the Supplier in the following instalments, without deduction of discounts, expenses, taxes, duties, fees, customs duties and the like: - one third as a down payment within one month of receipt of the order confirmation by the Buyer, - one third when the goods are ready for delivery, - the remainder when the goods are put into operation, but no later than 2 months after notification of readiness for delivery.
If the customer does not meet the agreed payment dates, he shall pay interest from the date of the agreed due date without reminder at a rate of 4% above the respective discount rate of the Swiss National Bank. The right to compensation for further damage is reserved.
In the event of default of payment by the customer, the supplier shall be released from its performance and delivery obligations. If the buyer does not meet his payment obligations within 30 days after receipt of the reminder from the supplier, the supplier has the right to withdraw from the contract.
6. Retention of title
The supplier remains the owner of all his deliveries until he has received the payments in full according to the contract. Upon conclusion of the contract, the Supplier shall be entitled, with the cooperation and at the expense of the Purchaser, to enter the retention of title in the relevant official register and to complete all formalities in this respect.
<6.2 The customer is obliged to take the measures necessary to protect the supplier's property. In particular, the buyer undertakes to maintain the delivered items at his own expense for the duration of the reservation of title and to insure them in favour of the supplier against theft, breakage, fire, water and other risks.
7. Transfer of benefits and risks
The benefit and risk shall pass to the customer at the latest upon dispatch of the delivery ex works (EXW) (INCOTERMS 2010).
If dispatch is delayed at the request of the customer or for other reasons for which the supplier is not responsible, the risk shall pass to the customer at the time originally intended for delivery ex works. From this time on, the deliveries shall be stored and insured for the account and risk of the purchaser. Other reasons for which the supplier is not responsible include, in particular, force majeure, war, fire, exceptional weather conditions, epidemics, quarantine, revolutions, strikes, ship blockades, embargoes or trade restrictions, occurrence of political risks, total or partial destruction of the production or construction site, etc., shortage of production materials, or any other customary causes of delay.
8. Inspection and acceptance of deliveries and services
The supplier checks the deliveries and services, as far as is customary, before dispatch. If the customer demands further tests, these must be agreed upon separately and in writing and paid by the customer.
The customer must inspect the deliveries and services within a reasonable period of time and notify the supplier in writing of any defects immediately, but no later than five working days after delivery or completed assembly. If he fails to do so, the deliveries and services shall be deemed approved.
The Supplier must remedy the defects notified to him in accordance with Clause 8.2 as quickly as possible, and the Customer must give him the opportunity to do so.
9. Warranty, liability for defects
9.1 In general
The customer is not entitled to any further rights or claims due to defects in deliveries or services than those expressly mentioned in this clause 9 and the following clause 10.
9.2 Warranty period
The warranty period is 12 months. It begins with the dispatch of the deliveries ex works. If dispatch is delayed for reasons for which the supplier is not responsible (see clause 7.2), the warranty period shall end at the latest 24 months after notification of readiness for dispatch.
For replaced or repaired parts, the warranty period starts anew and lasts for 6 months from the replacement or completion of the repair, but not longer than the expiry of a period which is twice the warranty period according to the previous paragraph.
9.3 Repair and replacement delivery
The supplier undertakes, at the written request of the customer, to repair or replace as quickly as possible, at his discretion, all parts of the supplier's deliveries which become demonstrably defective or unusable up to the expiry of the warranty period as a result of poor material, faulty design or defective workmanship.
Replaced parts become the property of the supplier. The supplier shall bear the costs of the reworking incurred in his works. If reworking is not possible in his factory, the costs associated with this, insofar as they exceed the usual transport, personnel, travel and accommodation costs as well as the costs for the installation and removal of the defective parts, shall be borne by the purchaser. In particular, additional costs due to night, overtime or weekend work, which are incurred at the request of the purchaser, shall be considered unusual. The same applies to additional transport costs incurred at the request of the buyer to speed up the work.
The supplier is also entitled to immediate rectification of defects if warranted characteristics are not or only partially fulfilled. For this purpose, the buyer must grant the supplier the necessary time and opportunity. Guaranteed characteristics are only those that have been designated as such in the specifications. In this context, the warranty shall be valid at the latest until expiry of the warranty period according to clause 9.2.
9.4 Reduction of the purchase price
If a repair or replacement delivery is not or only partially successful, the buyer has a subsidiary claim to an appropriate reduction of the price.
The Buyer shall also be entitled to a reduction in price if the delivery period is subsequently extended for one of the reasons stated in clause 7.2 or if the documents supplied by the Buyer did not correspond to the actual circumstances or were incomplete.
9.5 Right to refuse
If the defect is so serious that it cannot be remedied within a reasonable period of time and the goods or services are not usable for the announced purpose or only to a considerably reduced extent, the customer has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable, to withdraw from the contract.
The Supplier shall be entitled to withdraw from the contract in the event of default of acceptance by the Purchaser or for other important reasons, such as in particular insolvency or bankruptcy of the Purchaser, or in the event of default of payment pursuant to Clause 5.3.
The withdrawal from the contract must be notified to the other party in writing.
The supplier can only be obliged to refund the amounts paid to him for the parts affected by the withdrawal.
Excluded from the warranty and liability of the supplier are damages which are not demonstrably due to poor material, faulty design or poor workmanship, e.g. as a result of natural wear and tear, inadequate maintenance, improper handling, disregard of operating instructions, excessive stress, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by the supplier, and other reasons in accordance with section 7.2 for which the supplier is not responsible.
10. Exclusion of further liabilities of the supplier
The claims of the customer are conclusively regulated in these conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract that are not expressly mentioned are excluded.
The customer has no claim to compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit and other direct or indirect damages.
This exclusion of liability also applies to unlawful intent or gross negligence of auxiliary persons.
In all other respects, this exclusion of liability does not apply if it is contrary to mandatory law.
If the supplier also undertakes assembly or assembly supervision, the supplier's General Terms and Conditions of Assembly shall apply.
12. Place of jurisdiction and applicable law
Exclusive place of jurisdiction for all disputes arising from and in connection with the contract between the parties is the registered office of the supplier. However, the supplier shall be free to choose the place of jurisdiction at the domicile of the purchaser.
The legal relationship is subject to Swiss substantive law, excluding the Vienna Convention on Contracts for the International Sale of Goods (CISG).