General terms and conditions
1. General information – scope of validity
1.1 These general terms and conditions apply to all quotes issued by URIMAT Schweiz AG (‘the Supplier’) to its customers (‘the Purchaser’) – hereinafter referred to as ‘quotes’ – and contracts agreed between these parties regarding the sale and delivery of supplier products (‘products’). Any contrary general or special conditions of the Purchaser shall be valid only if they have been expressly accepted in writing by the Supplier and shall apply only for the individual case confirmed by the Supplier.
1.2 All agreements and legally relevant declarations of the contractual parties must be made in writing (letter, email or fax) in order to be valid.
1.3 These general terms and conditions replace all earlier general terms and conditions of the Supplier.
2. Quotes and conclusion of contracts
2.1 The contract is not considered concluded until the Supplier has received and confirmed acceptance of an order (‘order confirmation’) in writing (by letter, email or fax).
2.2 Quotes issued by the Supplier are non-binding unless otherwise indicated. Quotes from the Supplier that are declared as binding are valid for 30 days. Verbal indications of prices are always non-binding.
2.3 Individual information or special conditions in the quotes or order confirmations from the Supplier apply in addition to these general terms and conditions.
2.4. Additional engineering services that are not directly linked to the Supplier’s products must be agreed between the contractual parties prior to placement of an order and shall be invoiced separately according to the costs incurred.
3.1.1 For domestic deliveries, the prices are to be taken from the Supplier’s price lists. These price lists also specify the terms of delivery. Unless otherwise governed in the price lists or otherwise agreed between the contractual parties, the prices are stated in Swiss francs, include packaging but do not include VAT, assembly, installation or commissioning, etc.; these items will be billed separately. A flat-rate surcharge of CHF 25 is applied to orders below a goods value of CHF 100 (excl. VAT). All deliveries are made ex-works (‘EXW’). Incoterms 2000 apply. Transport, insurance, duties and taxes shall be borne by the Purchaser, with the exception of special agreements to the contrary that have been agreed in writing by the Supplier.
3.1.2 For export deliveries, the prices are to be taken from the Supplier’s price lists. Unless otherwise agreed by the contractual parties, the prices stated are net ex-works (Incoterms 2010, EXW Hombrechtikon).
3.2 In the event of obvious errors (e.g. miscalculations) in the pricing information in quotes or order confirmations from the Supplier, the Supplier is entitled to cancel or amend the affected quote or order confirmation. The prices that applied on the day of delivery in accordance with the Supplier’s price list will be applied.
3.3 If acceptance occurs more than four months after conclusion of the contract, the Supplier may charge the Purchaser all cost increases that occur after conclusion of the contract if these are not the responsibility of the Supplier and if they influence the Supplier’s basis for calculation.
4. Terms of payment
4.1 The following payment periods apply, subject to deviating written agreements between the contractual parties: 30 days net within Switzerland, from the invoice date. Deliveries abroad are made exclusively against a letter of credit, issued on behalf of the buyer and confirmed by a major Swiss bank, or against advance payment.
4.2 The payments must be made by the Purchaser to the Supplier’s registered address without deduction for expenses, taxes or fees of any kind. The owed amount must be transferred to the Supplier’s bank/postal account as stated on the invoice. Regardless of the payment method, a payment is only considered complete once the Supplier can freely dispose of the amount. Different terms of payment must be agreed in writing.
4.3 If the Supplier has not received the full payment by the end of the payment period stated in section 4.1, the Purchaser shall be automatically deemed to be in default of payment without notice and the Supplier will charge a default interest of 5% p.a. without further notification or reminders. The right to claim compensation for further losses remains reserved.
4.4 In the event of late payment, the Supplier – at its discretion and without prejudice to other legal means available to it – also has the right to withhold other deliveries that are not associated with the outstanding payment, to withdraw from the contract and/or to sell products that have been ordered but not yet dispatched on behalf of the Purchaser and to credit the proceeds of this sale to the Purchaser against the purchase price that is owed. If the proceeds do not cover the sales price, the Purchaser must pay the Supplier the remaining amount. The Purchaser also undertakes to pay all costs resulting from the late payment, including reasonable legal and accounting costs and collection expenses.
5. Reservation of ownership
5.1 The Supplier shall retain ownership of the delivered products until full payment of the purchase price for the relevant products has been received and all claims from the ongoing business relationship have been settled. The Purchaser must take the necessary measures to protect the Supplier’s property (including adequate insurance against fire and water damage and theft).
5.2 The Purchaser hereby authorises the Supplier to enter this reservation of ownership in the register. The Purchaser must cooperate with the entry process.
5.3 Until full payment of the purchase price for the relevant products has been received and all claims from the ongoing business relationship have been settled, the Purchaser is entitled to resell the delivered products only in the ordinary course of business and insofar as this will not worsen the Purchaser’s financial state in the long term. The Purchaser hereby assigns to the Supplier the claims including all ancillary rights from the resale of the reserved goods, including any balance claims.
5.4 Any processing or conversion of the products before the transfer of ownership following payment (see previous sections 5.1 to 5.3) will always be performed for the party reserving ownership. If the product is combined with other items not belonging to the Supplier to form a new item, the Supplier, as the party reserving ownership, shall acquire co-ownership of the new item as a ratio of the value of the supplied product to the other processed items at the time of the agreement. Following complete payment, the Supplier shall transfer this co-ownership to the Purchaser (transfer of ownership through payment).
6. Scope of delivery, regulations and technical documents
6.1 The order confirmation governs the scope and execution of deliveries and services. Materials or services that are not included in the order confirmation will be charged in addition.
6.2 Unless otherwise agreed, the sales object is to be delivered in accordance with the relevant sales documents/specifications. Deviations and design changes to minor details on the part of the Supplier remain reserved and do not entitle the Purchaser to raise a complaint.
6.3 The products will be manufactured, checked and documented in accordance with the Supplier’s technical specifications. The delivery of additional documents must be specifically agreed between the Purchaser and Supplier. The Purchaser must notify the Supplier in writing no later than the time of ordering any further legal, administrative or other regulations and standards that relate to the execution of the deliveries and services, to operations or to health and safety provisions. However, the Supplier shall undertake to comply with other regulations and standards only if it has confirmed this in writing.
6.4 Unless otherwise agreed, the Supplier’s brochures and catalogues are not binding. Details in technical documents shall be binding only if they have been explicitly guaranteed in writing.
7. Delivery period
The specified delivery periods shall be observed where possible but are non-binding if there is no mutual agreement to the contrary. A delay to delivery gives the Purchaser neither the right to withdraw from the contract nor the right to cancel this or other orders and does not entitle the Purchaser to compensation for direct or indirect damages due to the delay.
8. Delivery, transport and insurance
8.1 Unless otherwise specified in the order confirmation, the products are packaged in accordance with the Supplier’s standard for one-time transport by road. The Purchaser will be charged separately for special packaging that is suitable for airfreight or sea freight.
8.2 For domestic deliveries, all transport is at the expense and risk of the Supplier. The Supplier must be notified of special requests regarding shipping and insurance in good time and no later than 30 days before shipping. If the Purchaser does not issue clear transport instructions, the Supplier shall determine at its discretion the appropriate type of shipping in terms of safety and costs. A corresponding surcharge will apply for express deliveries requested by the Purchaser.
8.3 For export deliveries, transport is at the expense and risk of the Purchaser. The Purchaser is responsible for insuring against damage of any type.
9.1 Products that are returned to the Supplier by the Purchaser must be properly addressed, bear the correct postage, be properly insured and be sent in the original packaging in accordance with the Supplier’s instructions and at the Purchaser’s expense.
9.2 Flat-rate handling fees of 25% (in relation to the relevant product value) are charged for returns of delivered products. If the products are returned not in their original packaging or not in perfect condition, the Supplier reserves the right to charge a higher handling fee in individual cases according to the condition of the returned products. Products and spare parts that were delivered more than four weeks ago may only be returned in exceptional cases following prior agreement with the sales department of Urimat Schweiz AG.
9.3 If a complaint is made after the prescribed period for products that were delivered on the basis of a valid contract, the products in question cannot be returned unless the Supplier has agreed to this in writing. Used products and custom-made products cannot be returned.
10. Transfer of benefits and risks
Provided that no earlier time is specified in these general terms and conditions, the benefits and risks for the products shall transferred to the Purchaser at the latest when the delivery is unloaded at the Purchaser’s premises or the agreed delivery address or when the products are handed over if the Purchaser is collecting the products from the Supplier. If shipping is delayed for reasons beyond the Supplier’s control, the risk shall transfer to the Purchaser when the Purchaser is notified that the products are ready for shipping. From this time on, the deliveries will be stored and kept safe by the Supplier at the expense and risk of the Purchaser.
11. Checking and accepting the delivery
11.1 The Purchaser must check the delivered products without delay, but within six days of receipt at the latest, and must inform the Supplier in writing of any missing quantities and/or obvious defects without delay, but no later than two days after checking the products. Should the Purchaser fail to do so, the supplied products shall be considered accepted and the Supplier shall not be liable for defects that are declared at a later point.
11.2 The Purchaser must direct any complaints about transport damage and other issues relating to transport to the last freight carrier in writing upon receipt of the delivery or the shipping documents (note of reservation on the delivery slip). Transport damage that is not immediately visible due to the type of packaging must be reported to the Supplier in writing within eight days of receiving the products.
11.3 Under no circumstances is the Purchaser entitled to withhold full or partial payment for the delivery that is subject to the complaint.
12. Warranty and liability
12.1 The Supplier guarantees that the products it delivers are free of manufacturing and material defects at the time of shipping ex-works.
12.2 Guaranteed features are only those that are expressly designated as such in the order confirmation. Such a guarantee lasts until the end of the warranty period (see section 13 below).
12.3 The Purchaser must inform the Supplier in writing of any defect or the absence of a guaranteed feature during the warranty period (see section 13 below) and within eight days of discovering the defect or absence. The Purchaser must return the product in question to the Supplier at the Purchaser’s own expense (see section 9 above). The Supplier shall not be liable for defects that are declared at a later time.
12.4 Insofar as the Supplier assumes liability for defective products that are reported on time and are demonstrably the result of circumstances that occurred before the transfer of risk, the Supplier reserves the right to decide for itself whether to settle the damage by crediting the corresponding amount (reduction), to repair the defective parts or products free of charge or to replace the parts or products with parts or products that are free from defects. Any parts or products that have been replaced become the property of the Supplier.
12.5 In order for the Supplier to undertake the improvements or replacement deliveries that appear to be necessary, the Purchaser must grant it the required time and opportunity following agreement with the Supplier. If this is not the case, the Supplier is exempt from liability for the consequences. The Purchaser is only entitled to rectify the defect itself or to have a third-party specialist rectify the defect in urgent cases where operational safety is at risk or to prevent disproportionate damages. However, the Supplier must be informed immediately in such cases.
12.6 Of the direct costs arising from the repair or replacement delivery, the Supplier shall bear the costs of the replacement item – provided that the complaint proves to be justified. The Purchaser shall bear the other costs, in particular for removal and installation and all transport and travel costs.
12.7 Within the scope of the legal regulations, the Purchaser is entitled to withdraw from the contract if the Supplier has not made use of a reasonable period set for the repair or replacement delivery resulting from a quality defect despite a written reminder with a reasonable grace period. In the case of a minor defect, the Purchaser is only entitled to a reduction of the purchase price.
12.8 The Supplier shall provide no warranty, or the warranty shall expire prematurely in the following cases: Unsuitable or improper use; incorrect assembly or commissioning by the Purchaser or a third party; normal wear and tear; incorrect or negligent handling; improper maintenance; unauthorised changes and repairs by the Purchaser or a third party; use of unsuitable equipment or materials; use of chemical, electrochemical or electrical influences; or use of non-original spare parts and consumables – provided that they have not been recommended or approved in writing by the Supplier.
12.9 The maximum amount for which the Supplier is liable is limited to the value of the contract, except for in cases of unlawful intent or gross negligence. The Supplier shall accept no liability or compensation claims beyond this amount.
12.10 The Supplier shall only be liable for damage that has not occurred on the delivered product itself if the Purchaser proves that the Supplier caused the damage wilfully or through gross negligence. The Supplier shall not be liable for misconduct of its vicarious agents.
12.11 The Supplier’s liability covers only damage that demonstrably occurred as a result of poor materials, design defects, defective execution by the Supplier or other reasons for which the Supplier is responsible. This excludes, in particular, liability for damages resulting from the Purchaser’s instructions and/or specifications.
12.12 The Supplier shall not be liable for indirect and incidental damages such as, in particular, production downtime, increased operating costs, loss of usage, losses of orders and profit or other incidental losses unless governed otherwise by mandatory product liability regulations.
13. Warranty period, limitation
13.1 The warranty period for the delivered products is two years in the case of documented compliance with all of the Supplier’s maintenance instructions.
13.2 All warranty claims by the Purchaser shall expire at the end of the periods stated in section 13.1 above.
13.3 The warranty periods start with installation, but six months after delivery ex-works at the latest.
14. Assembly and commissioning
If the Supplier also assembles and commissions the products, the Purchaser will be billed for these services separately.
15. Contract amendment, severability clause
15.1 All changes or additions to these general terms and conditions require the written form to be valid.
15.2 Should a provision of these general terms and conditions be or become invalid, this shall not affect the existence or validity of the legal relationship or the validity of the remaining provisions. An invalid provision will be replaced by a valid provision that replicates as closely as possible the economic intent of the original provision. The same applies accordingly for gaps in the contract.
16. Applicable law
These general terms and conditions and all purchase, service and delivery contracts for which these general terms and conditions apply, including if the Purchaser is based abroad or the order is placed from abroad, are exclusively governed by Swiss substantive law to the exclusion of all provisions of Switzerland’s Federal Act on International Private Law (IPLA). Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is also excluded.
The contractual language is German.
17. Place of jurisdiction
The sole place of jurisdiction is the registered office of the Supplier, subject to the right which is held solely by the Supplier to pursue legal proceedings against the Purchaser before another competent court.