General Conditions of Sales and Delivery
CONCLUSION OF THE CONTRACT
The contract shall be deemed to have been entered into, upon receipt of
our written confirmation stating the acceptance of the order, or upon receipt, within the validity period, of the customer’s written acceptance of our quotation.
Drawings, plans, descriptions etc. are our intellectual property and may not be made available to any third party nor copied, either in whole nor in part, nor used for purposes other than those for which they were handed over.
Sketches, quotation drawings, brochures, catalogues etc. are only provided for information purposes and therefore not binding. We reserve the right to make any changes, if necessary. Should no contract be concluded, all the technical documentation shall be returned to us.
The sales prices are those stated in the offer valid upon receipt of the customer’s order; all prices shall be deemed to be net, ex works, excluding packing, freight, insurance, assembling, installation and initiation costs, in Swiss Francs or Euro. Price increases may occur.
TERMS OF PAYMENT
Payments shall be made by 100% prepayment by order or means of an irrevocable Letter of Credit, confirmed by a Swiss Bank or as agreed in other payment terms (written form).
The customer is not entitled to retain payments or make any deductions for claims or in compensation of counter-claims. If the customer delays in the agreed terms of payment, he shall be liable for interests of 6 % p.a.
INSTALLATION AND PRESCRIPTIONS
Installation, commissioning and training will be charged separately. The costs for working hours, travelling time, transport, room and board for our staff members are at the expense of the customer. The customer shall inform us of all legal and other prescriptions which have to be observed with regard to the delivery, the installation, the operation, the prevention of accidents and illness (including environmental protection, exhaust water and air, prescriptions for electrical installation, etc).
FORWARDING AND INSURANCE
The goods are carefully packed by us.
Special instructions regarding forwarding and insurance are to be given to us well in advance. The goods will always be forwarded at the expense and risk of the customer.
Objections regarding damages due to forwarding or any missing parts have to be made to us within 8 days upon receipt of the goods at the latest. Any objections submitted after this period will not be taken into account. The damages must be recorded in a report established and signed by the transport agent, the truck driver or the last carrier of the goods.
Unless the installation will be carried out by us, the goods are deemed to have been taken over upon their delivery.
We shall establish a “ready for operation” certificate of the goods in cases where he is responsible for the installation and training. The goods are deemed to be taken over on the day on which the customer is notified by us, that the goods are ready for operation.
The delivery time starts to expire upon forwarding of the order confirmation by us, but not before we have received all the required information, technical clarification and documentation from the customer.
The delivery time can only be respected if the customer fulfils his obligations resulting from the contract, particularly with regard to the terms of payment which were agreed upon.
Any penalty clause for a delayed delivery requires a special written agreement. In the event of a delayed delivery, the customer is not entitled to an indemnity or a termination of the contract.
WARRANTY AND DISCLAIMER
The guarantee period for the goods is 12 months from the date of invoice.
We will repair or replace as quickly as possible any parts of the machine, which (before the expiry of the guarantee period) are proved to be defective or unusable due to bad material, faulty design or poor workmanship. The defective parts shall be forwarded to us freight pre-paid. Any replaced parts become our property.
The guarantee is limited to the required spare parts, but not to the installation work, travelling and accommodation expenses arising in relation with the defective part. The guarantee does not cover cost of replacement of a machine due to a defective part. All damages and deficiencies which result from normal wear, improper maintenance of the installation, failure to observe the operating instructions, use of any unsuitable material or accessories (chemicals etc.) are excluded from the guarantee and liability.
Any further liability, in particular indemnity or termination of the contract, cannot be assumed by us. We declines any responsibility for consequential damages, if the commissioning is carried out by the customer. It is absolutely important that the operating instructions are strictly followed.
Any damages resulting from a non-compliance with these prescriptions have to be borne by the customer.
The guarantee expires prematurely if the customer or a third party undertakes inappropriate modifications or repairs without our prior consent. He also declines all responsibility for guarantee work carried out by third parties for supplies and services of subcontractors, we assume guarantee and liability for defects only to the extent of such subcontractor’s guarantee and liability obligations.
JURISDICTION AND GOVERNING LAW
The place of jurisdiction for any disputes shall be CH-3800 Interlaken /Switzerland.
The contract shall be governed by Swiss substantive law only.
These general conditions of contract are binding. Any other conditions are only valid if they have been confirmed and agreed by us in writing.
Brienz, January 2009
c/o ZID Bernapark
3066 Stettlen Berne