General Conditions of Trade
These General Conditions of Trade apply to all our deliveries and services, with the exception of differing stipulations in order confirmations or other agreements. They also apply to all future transactions, even if they are not expressly agreed again. Counter-attestations of buyers or suppliers referring to their conditions of trade or purchase are herewith opposed.
2.1. Our offers are binding only inasmuch, as terms are mentioned therein. Without other indications offers are valid for ninety days.
2.2. all indications in catalogues, prospectuses, drafts, illustrations, drawings, etc., especially indications of weight and dimensions are not binding for us, if not expressly indicated as binding.
- Acceptance of orders and scope of supply
An order becomes binding only after our written confirmation. Sub-agreements and changes of offers or orders are legally binding only if and und as far as they are confirmed in writing.
4.1. Our prices are ex works, excluding packaging plus the applicable value added tax.
4.2. for deliveries abroad all export and import costs, taxes, dues, levies etc. Are at the expense of the buyer.
4.3. We reserve the right to adjust our prices. Especially general increases of the cost of labour and materials are at the expense of the buyer. This also applies to delayed deliveries or delayed declarations of readiness to deliver caused by reasons beyond our control. The price adjustments are calculated from the price base mentioned in the offer. If the base is not specifically mentioned the date of the offer applies.
- Conditions of payment
5.1. All payments are to be made in euro without deductions free to our place of business in münchenstein:
For domestic deliveries
1/3 of the order value with the order;
1/3 of the order value after delivery or declaration of readiness to deliver,The balance including additional costs eventually claimed at the latest thirty days after delivery or declaration of readiness to deliver.
For deliveries abroad
1/2 of the order value with the order;
The balance including additional costs eventually claimed at the latest thirty days after delivery or declaration of readiness to deliver. The second payment has to be guaranteed at the time of the order by opening an irrevocable, divisible, non-transferable, bank confirmed letter of credit in our favour with a major bank in switzerland. The buyer initiates the increase of the value of the letter of credit to cover additional costs eventually claimed at the latest on the due date of the second payment.
5.2. We reserve the right to claim additional expenses due to delayed acceptance after our declaration of readiness to deliver.
5.3. In case of late payment interests 5% above the base rate of the european central bank are charged without prejudice of further legal claims; these are due immediately upon the receipt of the respective invoice.
5.4. The terms of payment are to be respected even if manufacturing, transport, installation or commissioning is delayed without our fault. A delay or deduction of payments due to objections or due to a counter-claim that we have not accepted is not permitted. Transport damages on the goods delivered do not allow the buyer to delay his payments.
5.5. If the buyer is in default on the whole sum due or parts thereof, we are entitled– irrespective of our right to claim for damages for the delay– after the lapse of an appropriate term set for payment, to withdraw from all contracts with the buyer not yet fulfilled and to claim damages.
5.6. The retention of payments or the setting of the buyers non-approved counter-claims are not permitted.
- Retention of title
6.1. The goods delivered – hereinafter called reserved goods – remain our property until fully paid. This includes unpaid claims from other deliveries and services.
6.2. The transformation or reconstruction of reserved goods in the context of due business process is permitted under the condition that is performed in our name and that we remain manufacturers according to the swiss law. Transformed or reconstructed goods are considered to be reserved goods; the rights to the goods of the buyer remain. If our right to the reserved goods ceases due to the assembly, commixture or blending of the reserved goods with other goods, the buyer transfers already now a co-ownership, equivalent to the share value of the reserved goods in the total value of the main good.
6.3. The buyer is not permitted to pledge or to transfer ownership of the reserved goods. In case of attachment or seizure or other third party action on the reserved goods the buyer will give notice of our property rights and notify us immediately.
6.4. If the buyer acts in violation to the contract, especially in case of delayed payment, we are entitled to repossession after due warning and the buyer has an obligation to return the goods. The claim of retention of title as well as our attachment of the goods supplied does not constitute a cancellation of the contract unless the law on part payments applies.
6.5. The buyer is permitted to sell the reserved goods within the frame of a due business process, whereby all his claims up to the amount of our total claims against him, irrespective for what reason, are transferred to us. Equally transferred to us are all claims that the buyer has out of insurances on the reserved goods.
The buyer already now assigns to us all claims including all subsidiary claims that he may have out of the sale or insurance of the goods reserved. If the buyer sells or insures goods and stocks according to paragraph 6.2 of these general conditions of trade or reserved goods together with other goods, the cessation of claims from sale or insurance is limited to the invoice value of the reserved goods.
6.6. If the buyer gives advances to his buyers or if he grants them a respite on their payments, he has to reserve the property of the goods sold against his buyers to the same conditions and to the same amount as we reserved our property when effecting delivery to the buyer.
- Time of delivery
7.1. The time of delivery starts with the time of dispatch of the order confirmation, but not before the arrival of documents, permits etc to be submitted by the buyer as well as the receipt of down payments previously agreed upon.
7.2. The time of delivery is respected when at its lapse the goods have left the manufacturing site or if the readiness to deliver the goods has been announced.
7.3. The time of delivery is duly extended in case of measures to be taken in case of labour conflicts, especially strikes and lock-outs, as well as in case of unforeseen events that are beyond our responsibility provided that such events provably have a major influence on the completion of manufacturing and on the delivery of the goods to be delivered. This is also valid when such events happen to sub-suppliers. The aforementioned conditions are also beyond our responsibility when they happen during an already existing delay. Start and end of such events will be communicated to the buyer in important cases.
7.4. Penalty clauses are only valid when expressly confirmed and are limited under exclusion of further claims to a maximum of 5% of the value of the part of the order not delivered in time. For varying times of delivery for different parts of a global order the penalty is calculated on the value of the part not delivered on time. The penalty for each full week of delay is 0.5%. A penalty payment is acceptable only when the buyer suffered a proven damage due to the delayed delivery.
7.5. If the delivery is delayed on request of the buyer he is charged each month for the cost of storage of the goods at the manufacturing site, starting one month after the announcement of readiness for delivery, 0.5% of the price of the goods ready for delivery.
7.6. The respecting of the time of delivery is depending on the respecting of the contractual obligations of the buyer.
- Shipping and risk transfer
Loading and shipping are done uninsured at the cost and the risk of the buyer. The risk is transferred to the buyer at the latest when the goods to be delivered are shipped. This also applies in the case of part shipments or when we have to do installations and commissioning. Mode of shipment, shipping agent, shipping route and day of dispatch are fixed by the buyer and communicated immediately after receipt of the announcement of readiness for delivery. Goods for delivery stored at our premises are insured at the request and at the expense of the buyer against insurable risks to be named.
- Installation and commissioning
If we are responsible for installation and/or commissioning our services are restricted to the provision of specialists for supervision and performance of specific tasks. The provision of our staff is effected at conditions communicated on a case-to-case basis.
- Taking over and acceptance
10.1. Part deliveries are permitted.
10.2. The deliveries are considered as taken over or accepted when they are ready for shipment and when this is communicated to the buyer or if we install the goods, when the installation is finished and proof of fulfilment of the delivery conditions is given. If this proof cannot be given right after installation due to reasons beyond our control delivery conditions are considered fulfilled.
10.3. In case of commissioning of installations by our specialists the contract is considered fulfilled and the deliveries are considered as accepted when commissioning is finished and conducted successfully. The buyer has to issue a declaration (acceptance protocol) indicating the date of completion of the installation and the date of completion of the acceptance tests. With the date of completion of the acceptance tests the warranty period starts.
- Warranty and liability
11.1. We guarantee that the apparatuses, machines and installations have left our manufacturing site in irreproachable condition and that they are not inflicted with material, construction and manufacturing faults detectable in the frame of routine inspections.
11.2. As far as third party products are used in our machines and installations, our liability is limited to the assignment to the buyer of our liability claims against our suppliers. We engage ourselves to communicate to the buyer all information needed to enforce his liability claims as soon as we receive his notification of defect. In these cases a liability beyond this information only exists when the buyers legal claims remain without success at the courts.
11.3. When we assume a performance guarantee by a specific agreement in writing we do this under the condition that our specialists commission the installation that immediately thereafter a site acceptance protocol is signed. During the time of the performance trials the entire staff of buyer and third parties needed for the conducting of the trials is subordinated to our specialists and follows their instructions. The costs for these trials are at the expense of the buyer.
11.4. The warranty period lasts 12 months and starts on the day the announcement of readiness for delivery is made. In case of commissioning of installations by our specialists the warranty period starts the day the installation is finished or commissioning is conducted successfully. If shipment, installation or commissioning is delayed without our fault the warranty period ends twelve months after the announcement of readiness for delivery.
11.5. Our warranty expires when third parties do repairs, modifications etc. On the apparatuses, machines or installations supplied without our agreement. Furthermore warranty is denied for the following reasons: false or inappropriate use, faulty installation or commissioning by the buyer or third parties, normal wear and tear, faulty or negligent operation, inappropriate fuels and lubricants, inappropriate spare parts, faulty construction, unsuitable building ground, chemical, electrochemical or electrical interferences if not previously approved.
11.6. Our warranty also ceases after non-compliance with payment terms by the buyer or when no time or opportunity is given for modifications deemed necessary or for the change of faulty parts.
11.7. If defects appear during the warranty period they have to be communicated immediately in writing otherwise our liability for these defects stops.
11.8. Our warranty for defects is limited to a prompt repair or the ex works replacement of faulty parts. For export deliveries shipping and related costs are at the expense of the buyer. Replaced parts are our property. We are free to offer a corresponding rebate instead of a repair or a replacement of faulty parts.
11.9. We are not liable for indirect or consequential damages. We are liable exclusively for damages caused by a fault on the goods delivered by us for which we are responsible and this only when unlawful intention or gross negligence can be proven.
11.10. We are only liable for physical injuries and material damages caused by our staff, when unlawful intention or gross negligence can be proven.
11.11. Further claims of the buyer, especially claims for replacement of damages not caused to the goods supplied are excluded as far as permitted by the law.
11.12. If the goods supplied cannot be used by the buyer as contractually agreed due to non-execution or faulty execution of proposals before and after contract signing or contractual side-obligations like instructions for use and maintenance of the goods supplied, the provisions of paragraphs 11.1.-11.12. And 13. Apply accordingly with the exclusion of further claims of the buyer.
12.1. Shipping insurance is the responsibility of the buyer.
12.2. It is also up to the buyer to insure the goods supplied against hazards like water damage, fire, explosion, earthquakes, theft etc.
- Cancellation of the contract
13.1. The buyer has the right within the applicable legal frame to cancel the contract, if we – in respect of legal exceptions– make no use of a reasonable time set to repair or replace a notified defect.
If the defect is minor the buyer only has the right to reduce the contractual price. The right to reduce the contractual price is excluded in all other cases.
13.2. As far as legally permitted, all other claims of the buyer are excluded especially annulment, termination or price reduction as well as compensation of damages of any kind especially for damages not on the goods supplied.
13.3. In the case of unforeseeable events in the context of paragraph 7. Of these general conditions of trade, if they substantially change the economic status or our capacity or have a major influence on our operation, if its execution is proven impossible the contract is duly modified. If this is not feasible economically, we have the right to cancel the contract entirely or partially. There are no claims for compensation of the buyer for such a cancellation. If we intend to make use of our right for cancellation we will communicate this to the buyer immediately after realisation of the gravity of the event, this also when initially an extension of the delivery deadline was agreed with the buyer.
13.4. If the buyer unjustifiably cancels the agreement or if he refuses to fulfil it, we are entitled to claim in each case compensation for 100% of the order value, irrespective of the possibility to claim an even higher damage.
- Title and copyright
All documents – promotional materials excluded – that we give the buyer access to in the frame of our business transaction, especially construction drawings, cost calculations, experience reports, process descriptions or material analyses are confidential and their reproduction and passing on to third parties is not allowed without prior written permission. We reserve title and copyright to these documents. We reserve the right to claim them back at any time and to claim for damages in case of non-compliance.
- Should one of the provisions of the general conditions of trade or a provision in the frame of other agreements be or become invalid it does not have any bearing on other stipulations or agreements.
- Place of performance, jurisdiction and applicable law
16.1. Place of performance and jurisdiction is arlesheim/switzerland.
16.2. Applicable law is the law of switzerland.