General Conditions of Sale and Supply
The following conditions of sale and supply apply to all quotations and orders. Any deviations must be agreed in writing to be valid. Verbal and telephone agreements are only valid if confirmed by us in writing. The purchaser’s conditions of purchase are not binding on us unless they have been accepted by us in writing.
- Quotations, documents and drawings
Our quotations are without engagement. Documents and drawings remain our property and must not be made accessible to any third persons, in particular competitors, without our written approval. Our copyright and intellectual property rights must be respected. Damages are payable in case of infringement.
- Conclusion of a contract
The contract is deemed to be concluded if we have confirmed the acceptance of an order writing or if the purchaser declares acceptance of our unaltered quotation in writing and in good time.
- Data protection
The customer is hereby informed that ELESTA collects, stores, processes and, if necessary, transmits his data to third parties to the extent necessary for the execution of the contract and on the basis of data protection regulations.
- Type and scope of supply
Decisive for the type, scope and execution of supplies is the order acknowledgment. Performances not included in the order acknowledgment must be agreed upon in writing and paid for additionally.
- Delivery time
Unless mutually agreed, our delivery times are not binding. The delivery time starts on the date of the written acknowledgment of order or receipt of the order as per unaltered quotations, respectively. The delivery time does not start or will be extended appropriately if:
- the necessary technical and commercial documents do not reach us in time or if they are subsequently altered by the purchaser with our approval;
- deliveries from our suppliers are delayed;
- events of any kind occur without fault on our part, impairing the orderly progress of work to fulfil the order;
If the non-compliance with a delivery time is not our fault entirely, the purchaser shall not be entitled to withdraw from the contract or to claim for damages. A penalty for delays can only be claimed if appropriately agreed. Acts of God release us from the entered delivery obligations, without further claims on the part of the purchaser. We reserve the right to increase or reduce deliveries by 10 % in relation the the orderd number of pieces.
Our prices are net ex the delivering works and unless stated otherwise, without Value Added Tax and other levies, transport and packaging, insurance, assembly, installation, commissioning and subsequent support in the application. We reserve the right to proportionally increase of the price also in respect of current orders if the prices of raw materials or wages increase after conclusion of the contract. We reserve to adjust our prices accordingly in case of currency fluctuations or other changes of the import/export costs.
- Passage of benefit and risk
Benefit and risk pass on to the purchaser at the time the goods leave the delivering works at the latest (this applies also to free deliveries). If despatch is delayed or prevented for reasons outside our powers, we are entitled to store the goods at our premises or those of a third at the purchaser’s cost and risk.
Installation and commissioning are the purchaser’s charge. The costs of working time, travelling time, transport, meals and accommodation of our personnel shall be borne by the purchaser. Auxiliary labour shall be made available to us on request. The performances of thirds required for the installation of our appliances are at the purchaser’s charge.
- Inspection and notification
The purchaser shall inspect supplies to the best of its abilities within maximum 14 days from the passage of the risk. Any deficiencies detected shall be reported in writing immediately.
- Payment terms
Our invoices are payable within 30 days from the date of the invoice, strictly net, without discount or any other deductions, in the currency on the invoice indicated available to our free disposition at our domicile. Any withholding or reducing of payments on the grounds of complaints or for the purpose of offsetting counterclaims are not admissible. If the payment dates are exceeded, we shall charge interest on arrears at the rate applicable to unsecured bank credits at our domicile, but minimum 5 %.
Any deficiencies of supplies resulting from material or manufacturing nonconformities are covered by our warranty for a period of 12 months from the passage of the risk. Deficient parts shall be repaired, exchanged or issued credit for, at our discretion. Hereby we are only bearing the costs incurred at our works as a result of the repair or the replacement of the defective parts. If the devices cannot be repaired or replaced at the works, the extra costs arising from this shall be at the purchasers charge.If a complaint reveals to be unfounded, all costs shall be at the purchasers charge Expressly excluded from the warranty are deficiencies stemming from natural wear and tear, inadequate maintenance, non observance of our installation, operation and maintenance prescriptions; overloading, improper interventions, in particular by thirds. Also excluded are deficiencies originating from non compliance with instructions (e.g. immediate shut down( given by us after receipt of a notice of deficiencies. Further claims of the purchaser beyond this warranty on the grounds of deficient supplies are excluded, in particular for damages, retention of payment, reduction or withdrawal from the contract. Under no circumstances is the purchaser entitled to damages which did not arise within the subject matter of supply, such as loss of production, loss of utilization, loss of orders and loss of profits and any other direct or indirect damages. These restrictions do not apply, however, to unlawful intentions or gross negligence.
- Reservation of property
The goods supplied by us remain our property until they are fully paid for and we are entitled to have them entered in the register of goods subject to reservation of property until payment is made in full. If the reservation of property is ineffective in this from according to the law of the country of destination, the purchaser shall cooperate in setting up a suitable security complying with the local law.
- Regulations at the place of destination
If the place of destination is outside Switzerland, the purchaser shall in good time draw our attention to the applicable regulations concerning execution, installation or operation. If the purchaser does not provide this information at all or inadequately, any delays and adaptations will be at its charge.
- Validiy of the general conditions
These present general conditions of supply are applicable to the extent and insofar that nothing to the contrary is stated in the quotation or the acknowledgment of order. Deviating conditions of the purchaser only valid provided that they have been accepted by us in writing.
- Place of fulfilment, place of jurisdiction, applicable law
Place of fulfilment and jurisdiction for all liabilities arising from the legal relations between the purchaser and us is our domicile. The legal relation shall be governed by Swiss law.
Bad Ragaz, May 2018 / JSTE