General Offer and Delivery Conditions
1. General information
The following offer and delivery conditions apply to all offers and orders. Deviations from this must be agreed in writing if they are to be valid. Oral and telephone agreements are only valid if they have been confirmed by us in writing. Purchasing conditions of the customer are non-binding for us as long as they have not been accepted by us in writing.
2. Offers, documents and drawings
Our offers are subject to confirmation. Documents and drawings remain our property and may not be made accessible to third parties, in particular competitors, without our written consent. Copyright and intellectual property must be protected. Violations oblige to compensation.
3. Conclusion of contract
The contract shall be deemed concluded if we have confirmed acceptance of an order in writing or if the customer declares acceptance of our unchanged offer in good time and in writing.
4. Data protection
The customer is hereby informed that ELESTA collects, stores, processes and, if necessary, transfers to third parties its data to the extent necessary for the execution of the contract and on the basis of data protection regulations.
5. Type and scope of delivery
The type, scope and execution of the delivery shall be governed by the order confirmation. Services not included therein must be agreed in writing and additionally compensated.
6. Delivery time
Our delivery periods are non-binding without mutual agreement. The delivery period begins with the date of the written order confirmation or the receipt of the order according to unchanged offers. The delivery period shall not begin to run or shall be extended appropriately,
- if we do not receive the necessary technical and commercial documents on time or if these are subsequently changed by the customer with our consent;
- in case of delayed delivery by our suppliers;
- wenn ohne unser Verschulden Ereignisse irgendwelcher Art eintreten, die bei uns den geordneten Fortgang der Arbeiten zur Ausführung des Auftrages beeinträchtigen;
- if the customer is in arrears with the work to be carried out by him or with the fulfilment of his contractual obligations, in particular if he does not comply with the terms of payment.
If non-compliance with a delivery date is not due to our exclusive fault, the customer shall not be entitled to withdraw from the contract or claim damages. A delay penalty can be demanded only with appropriate agreement. Force majeure shall release us from the delivery obligations entered into without any further claims on the part of the customer.
We reserve the right to deliver 10% more or less of the ordered quantity.
Our prices are quoted net ex works and are, unless otherwise stated, exclusive of value added tax and other charges, transport and packaging, insurance, assembly, installation, commissioning and subsequent application support. Even for current orders, we reserve the right to increase the price proportionately if material prices or wages increase after conclusion of the contract. In the event of currency fluctuations or other changes in import/export costs, we reserve the right to adjust our prices accordingly.
8. Transfer of benefits and risks
Benefit and risk shall pass to the customer at the latest when the goods leave the supplier’s works (this shall also apply to carriage paid deliveries). If dispatch is delayed or rendered impossible for reasons for which we are not responsible, we shall be entitled to store the goods with us or with a third party at the expense and risk of the customer.
Assembly and commissioning shall be at the expense of the customer. The customer shall bear the costs for working hours, travel time, transport, meals and accommodation of our personnel. Auxiliary staff shall be made available on request. Services provided by third parties which are necessary for the assembly of our equipment shall be borne by the customer.
10. Examination and notification
The customer must inspect the delivery as best as possible within a maximum of 14 days after the transfer of risk and immediately notify us in writing of any defects found.
11. Terms of payment
Our invoices shall be payable within 30 days of the invoice date, net, without cash discount or other deductions, to our domicile in the currency stated on the invoice at our free disposal. Any unjustified deductions will be debited subsequently. Payments with checks are not accepted. The retention or reduction of payments due to complaints or the offsetting of counterclaims is not permitted.
If the payment deadlines are exceeded, we shall charge default interest at the rate applicable to unsecured bank loans at our domicile, but at least 5%.
For defects in the delivery caused by material or manufacturing defects, we provide a warranty for a period of 12 months from the transfer of risk by repairing or replacing defective parts or issuing a corresponding credit note at our discretion. We shall only bear the costs arising from the repair or replacement of the defective parts in our works.
If the devices are not repaired or replaced in the factory, all additional costs arising therefrom shall be borne by the customer.
If the complaint turns out to be unjustified, all costs shall be borne by the customer. Defects which are due to natural wear and tear, defective maintenance, disregard of our assembly, operating and maintenance instructions, excessive strain, improper intervention, in particular by third parties, are excluded from the warranty.
Also excluded are defects which can be traced back to the fact that instructions issued by us after receipt of the notification of defects (e.g. immediate shutdown) are not followed. Further claims of the customer beyond this warranty due to defective delivery, in particular claims for damages, retention of payment, reduction or withdrawal from the contract, are excluded. Under NO circumstances shall the customer be entitled to compensation for damages not incurred in the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damages. These limitations do not apply to unlawful intent or gross negligence.
13. Retention of property rights
The goods delivered by us shall remain our property until payment has been made in full and we shall be entitled to entry in the retention of title register as long as payment has not been made in full. If the retention of title is not effective in the above form according to the law of the place of destination, the customer shall cooperate in establishing a security right in accordance with his national law.
14. Rules at destination
If the place of destination is outside Switzerland, the customer must inform us in good time of the relevant regulations relating to execution, installation or operation. If the customer does not comply with this information or does so insufficiently, any delays and adjustments shall be at his expense.
15. Validity of the general conditions
These General Terms and Conditions of Delivery shall apply unless and to the extent otherwise stated in the quotation or order confirmation. Deviating terms and conditions of the customer shall only be valid if they have been accepted by us in writing.
16. Place of performance, place of jurisdiction, applicable law
Place of performance and jurisdiction for all obligations arising from the legal relationship between the customer and us shall be our registered office. The contractual agreement is subject to Swiss law.
Bad Ragaz, May 2018