1. Scope of the General Delivery Terms (ALB)
These terms and conditions govern the contractual relationship between the supplier and its customers. By placing an order, the customer (hereinafter referred to as the customer) accepts these terms and conditions in full and without restriction as the basis of the legal relationship between the supplier and the customer. The customer's general purchasing conditions do not apply to deliveries made by the supplier, even if the customer states that he only wants to order under these conditions.
2. Offers and Conclusion of Contract
All offers and any order confirmations from the supplier must be checked immediately upon receipt by the customer. The customer must immediately report deviations from his order to the supplier in writing, otherwise they will be considered accepted. The order must be made by letter, fax or e-mail.
3. Plans and technical documents, etc.
Illustrations, drawings, plans, samples, room sketches, specifications and the like, which are provided to the customer as examples in advance of any contract conclusion, are non-binding. The supplier reserves the right to take other technical methods that lead to the same result before the final execution and provision of the deliveries and services. The supplier reserves the copyright to all illustrations, drawings, plans, samples, room sketches, specifications, offers and printed matter of any kind that it hands over to the customer or to a third party named by the customer. They are personally entrusted to the customer or the third party specified by him and remain the property of the supplier at all times. Without their written permission, they may neither be copied nor otherwise reproduced, nor may they ever be disclosed or made available to third parties or used to produce the relevant objects themselves. The supplier is only obliged to provide those construction drawings
that are necessary for the operation, i.e. the contractually agreed use or use of the products and equipment, or relate to parts that are subject to normal wear and tear during operation. Drawings or documents other than the layout, the procedural
and electrical diagrams must only be provided to the customer by the supplier if this has been agreed in writing. At the request of the supplier, the customer must return the above documents immediately.
4. Prices
All supplier prices are net EXWORKS (EXW)/ex works of the supplier (Incoterms 2010), plus value added tax owed by law. Unless otherwise agreed in writing, the prices are also in Swiss francs (CHF) and must be paid to the supplier in Swiss francs. The supplier is bound to the prices agreed for an order for four months from the conclusion of the contract. If longer periods have been agreed for the provision of the delivery or service, the supplier is entitled, in the event of an increase in material or labor costs, to supplement the increase in costs based on the original price calculation. An ADR surcharge is charged for every delivery of goods subject to ADR (dangerous goods). LSVA is charged separately for general cargo deliveries. The minimum order value is CHF 300.00 (excluding VAT). For orders that do not reach the minimum order value, a surcharge corresponding to the difference between the current order value and CHF 300 will be charged.
5. Delivery and risk transfer
In principle, all deliveries by the supplier EX WORKS (EXW) are made in accordance with Incoterms 2010.
Accordingly, when the products are made available to the customer at the supplier's plant, the risk of accidental loss or deterioration of the product is transferred to the customer. The supplier will inform the customer when the goods are ready for collection. If freight-free delivery is agreed in writing, the risk is transferred to the customer as follows:
a) without installation/assembly, when the goods have been shipped or picked up. At the customer's request and expense, the delivery will be insured by the supplier against the usual transport risks;
b) with installation/assembly on the day the assembly is completed. All delivery periods are subject to change unless otherwise agreed in writing. Any additional expenses requested by the customer (in particular for providing the products at short notice, speeding up the services to be provided by the supplier) and further surcharges for special trips will be charged to the customer after expenses.
6. Force majeure
Delays, delays and/or the impossibility of deliveries and services by the supplier due to force majeure shall not be considered a breach of contract by the supplier for the duration of the disruption and a reasonable transition period after the interruption has ended. Force majeure includes all unforeseen events of an actual or legal nature which impede or make impossible the execution of the contract and which are not caused by the supplier. Force majeure includes in particular: unforeseen operational, traffic, shipping or delivery disruptions, natural disasters, fire damage, epidemics, shortages of energy, raw materials and supplies, shortages of workers, strikes, lockouts, official orders and decrees. As far as possible, the supplier shall immediately inform the customer of the occurrence of cases of force majeure and of the expected duration of the service interruption. If only a partial delivery is delayed or prevented due to force majeure, the supplier is obliged to deliver and the customer is obliged to accept the partial delivery not affected by the hindrance. If force majeure delays the execution of the contract for more than four months or if the performance of the contract becomes unreasonable for one of the parties due to force majeure, either party may withdraw from the contract. In the event of withdrawal, the contracting parties must immediately return everything they have received from the other contracting party.
7. Assembly
If an object is to be delivered assembled on site, the customer must, at his expense, provide all preparatory work required for assembly in good time and grant access to the supplier. The customer is responsible for all work and materials not listed in the offer or order confirmation, in particular during assembly, all earthwork, masonry, carpentry, glazing, painting and ironwork, including the necessary connections, the construction of the scaffolding, the manual workers required for assembly, the provision of the necessary tools, lubrication, fuel and cleaning materials and the provision of water and heating, lighting and a lockable room for the fitters' tools. Assembly by the supplier's fitters is subject to their special assembly conditions and billing rates. Waiting time of the fitters due to any cause and their employment with other than
Work carried out by suppliers (e.g. construction of scaffolding) is given to the customer such as
normal assembly work is charged.
8. Illnesses and accidents
The legal obligations in connection with illnesses and accidents of any kind in all work to be carried out by the supplier, including samples and trial operation, apply to the supplier with regard to its own personnel and to the customer with regard to the customer's personnel and third parties. Only those employed or commissioned by the supplier or by one of its agents are considered to be personnel.
9. Inspection and acceptance by the customer/notification of defects
As far as usual, the delivery will be checked by the supplier before dispatch. Further tests required by the customer must be ordered separately and paid for by the customer. The customer must immediately check deliveries and services and immediately report any defects in writing, otherwise deliveries and services — subject to any hidden defects — as approved
apply. The customer may not refuse to accept deliveries due to minor defects. In particular, defects that do not significantly affect the use of the product are considered irrelevant. Is the supplier contractually proof of certain technical
Properties such as performance, effectiveness and the like are combined, these are for
The tests required as far as possible in the supplier's workshops — immediately after
— to be completed in the presence of the customer or a representative of the same. If the samples cannot be carried out in the supplier's workshops for technical reasons, the customer must request the supplier and give it the opportunity to carry out the tests within 14 days of completion of the assembly at the destination, otherwise the proof is considered to have been provided. The supplier must be able to carry out preliminary tests, examine the object and, if necessary, bring it into proper condition. In all cases, a report signed by both sides must be recorded on the results of the tests. Each party bears the costs of representing them. Unless otherwise agreed, the costs of the tests are borne in full by the customer. For newly prepared or regenerated electrolytes, proof of flawless, contractual performance, in particular the quality of the delivered chemicals, is considered to have been provided when the electrolytes have been prepared and imported by a specialist from the supplier. After this point in time, complaints can no longer be raised. Are preparations prepared or added, or
Chemicals without the involvement of the supplier's specialist staff or in violation of the relevant work regulations, complaints can only be raised if the customer provides proof of a faulty delivery and the supplier is allowed to check on site upon request.
10. Quality of the products/warranty
I. Principle
Unless otherwise agreed, the supplier guarantees that the delivery at the time of transfer of risk complies with the supplier's respective technical specifications/product descriptions for such goods. If a description is missing, generally accepted traffic beliefs apply with regard to the product in question. There is no other or further warranty on the part of the supplier. In particular, it does not guarantee the suitability of its products for a specific purpose or for a specific processing success. Technical advice, corrective measures as a result of analyses and other recommendations are provided by the supplier to the best of its knowledge, but without obligation. The outgoing weight of the supplier is decisive for contract processing and invoicing.
The agreed weight quantity may fall below or exceed a tolerance limit of 5%. Such deviations are not considered breaches of contract.
a) Warranty rights
aa) Basically
If defects are reported in good time, either the defects will be remedied at the discretion of the supplier, or
The affected product is replaced, or the supplier reimburses the customer for the reduced value of the product, provided that the defective product is suitable for the use intended by the customer.
The customer grants the supplier the necessary time and opportunity to do so. Replaced parts become the property of the supplier.
bb) For chemicals
If the customer proves a quality defect in the delivered chemicals, the supplier must prove
Her choice, to the exclusion of other claims on the part of the customer, is only obliged to provide free compensation for the defective quantity of chemicals delivered by it or a spoiled
to regenerate electrolytes at their expense and at their discretion. Replaced electrolytes and chemicals become their property.
b) Warranty period
The warranty period is 12 months, for systems and technical accessories that are multi-layered
6 months are used. It begins with departure of delivery from the factory or, if the supplier has also taken over the assembly, when it is completed. If collection, shipping or assembly are delayed for reasons for which the supplier is not responsible, the warranty period expires no later than 18 months after notification of readiness for collection or dispatch. These deadlines also apply to replaced parts or repair work.
11. Liability
The supplier is liable for damage caused intentionally or through gross negligence and for culpable injury to life, body or health. Any further liability irrespective of the legal basis, in particular due to breach of obligations arising from the contractual relationship and from tort, is excluded. In particular, the supplier is therefore not liable for direct and/or indirect damage, e.g. for damage resulting from loss of production, loss of use,
Loss of orders, loss of profit and consequences of defects on the part of third parties that were not caused intentionally or through gross negligence. In addition, liability for assistants brought in by the supplier to fulfill its obligation is also excluded. The limitation of liability in accordance with the previous paragraph does not apply if and to the extent that the supplier has assumed a guarantee for the quality of the goods and for claims made by the customer under the Product Liability Act.
12. Delay of acceptance
If the customer is in default of acceptance, the supplier is entitled to demand reimbursement of expenses incurred by it. In particular, products that are not picked up on time by the customer will be charged a surcharge for additional expenses (storage costs, handling costs, etc.) from the third day after the unused collection date. In addition, the supplier may also proceed in accordance with Art. 91 ff. OR. When there is a risk of accidental deterioration and accidental
Failure in accordance with the above provisions has not already been transferred to the customer beforehand, this is the case at the latest when the default of acceptance occurs.
13. Payments made by the customer
All invoices from the supplier are due for payment in net terms within 30 days from the date of the invoice. For delivery values above CHF 10,000, the following applies:
30% immediately upon receipt of the order by the supplier
60% immediately upon delivery/dispatch or start of assembly
10% 30 days after delivery/service
Payment deadlines must also be met if the collection, receipt or acceptance of the goods by the customer is delayed for reasons for which the supplier is not responsible. If the customer is in arrears with previous payments or must the supplier seriously fear due to other circumstances that the customer's payments will not be paid in full or on time, the supplier is authorized to make the delivery of ordered products dependent on advance payments or on the provision of securities. If the customer makes late payments, a reminder fee is charged and a default interest of 6% p.a. is due.
14. Retention of title
The deliveries remain the property of the supplier until all claims against the customer arising from the business relationship have been met in full. Upon conclusion of the contract, the supplier is entitled to enter or disclose the retention of title in public registers, books or similar documents in the required form at the expense of the customer and in accordance with the applicable regulations. The customer pays for the resulting costs and supports the supplier at any time so that any entry or notification can be made. In the event of significant breaches of duty by the customer, in particular in the event of late payment, the supplier is entitled to withdraw the deliveries. The customer is obliged to surrender. The withdrawal of the deliveries, the assertion of retention of title or the taking possession of the deliveries does not mean a withdrawal from the contract, unless the supplier expressly states this.
15. assignment
The assignment of claims/rights of the customer against the supplier to third parties requires the written consent of the supplier.
16. Reusable containers and secondary packaging
Reusable containers remain the property of the supplier. These must be returned to the supplier in good condition and completely emptied. Depending on the type of package, reusable containers are charged either in the form of a deposit or rental goods. Deposit containers are calculated with the delivered chemicals. If the deposit container is returned in good condition and completely emptied, the full deposit fee will be refunded. Loaned containers, on the other hand, are made available to the customer free of charge for 30 calendar days. The use of loaned containers for your own purposes and without the permission of the supplier is strictly prohibited. Disposable containers will not be taken back by the supplier. secondary packaging such as pallets, mesh boxes and
Frames are generally replaced free of charge. However, euro exchange goods within Switzerland can only be returned free of charge if their quality meets EPAL quality requirements and they are undamaged. The incoming and outgoing quantities are documented on a pallet account and evaluated at periodic intervals. Secondary packaging that has not been replaced will be charged to the customer.
17. Settlement
Payment against claims made by the supplier is only possible if the customer's claim has been acknowledged in writing by the supplier or has been validly established by a court.
18. Partial invalidity
Should any provision of these conditions or additional agreements be or become invalid, this shall not affect the effectiveness of all other provisions. The invalid provision will be replaced by another legally effective provision that is as similar in economic content as possible.
19. Place of fulfilment/choice of law/place of jurisdiction
Unless otherwise stated in the previous paragraphs or agreed otherwise in writing by the parties, the place of performance for all obligations is the registered office of the supplier.
The place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is the registered office of the supplier. However, the supplier is also entitled to sue the customer at his registered office. Substantive Swiss law applies to the contractual relationship. The application of the Hague Uniform Sales Law and the Vienna Sales Law (CISG, Convention on Contracts for the International Sale of Goods) is excluded.
20. Reservation of written form
Any changes to these terms and conditions must be made in writing to be valid.
Version 5/2018
ElpoChem is a member of the VLO
