GTC – Terms and Conditions of Sale and Delivery (November 2016)
1 Scope – These General Terms and Conditions of Business, Sale and Delivery shall apply if the parties expressly or tacitly accept them. Changes are only valid if Vogt-CTE GmbH has confirmed them in writing.
2. Prices – The prices are in the agreed currency plus transport, packaging, approvals, notarial certification, installation, commissioning, training and application support plus the respective statutory value added tax. Unless otherwise agreed, prices are EXW (Incoterms 2010) ex warehouse Switzerland (Swiss customers) or ex warehouse Europe (customers from outside Switzerland), unless otherwise expressly agreed in the order confirmation. VOGT-CTE GmbH reserves the right to change prices at any time and to change the technical design of the goods.
3. Delivery periods – Delivery periods will be kept to the best of our judgement within the framework of the normal production process and the deadline commitments of the suppliers. Delivery periods shall be extended appropriately if Vogt-CTE GmbH does not receive the data required for the execution in time or if the customer changes them subsequently or if the customer is in default with the fulfillment of his contractual obligations, in particular if he does not comply with the terms of payment. Vogt-CTE GmbH may make partial deliveries. Delays in delivery and performance due to force majeure or other unforeseeable events which make delivery considerably more difficult or impossible for Vogt-CTE GmbH and for which Vogt-CTE GmbH is not responsible (this includes in particular war, war-like events, natural disasters, official orders, non-issuance of export, import or transit permits, sovereign interventions to restrict the movement of goods or other operational disruptions of any kind including strikes, traffic disruptions, etc.), regardless of whether the delivery is delayed or impossible. ), regardless of whether the events occur at Vogt-CTE GmbH, the suppliers or their sub-suppliers, entitle Vogt-CTE GmbH to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract – insofar as it has not yet been fulfilled – in whole or in part.
4. Transfer of risk – The use and risk is transferred to the purchaser when the parts to be delivered are handed over to the carrier. If the shipment is delayed for reasons beyond the control of Vogt-CTE GmbH or because the customer requests a later delivery, the risk for the delivery shall pass to the customer at the originally scheduled time. From this time on the deliveries are stored on account and at the risk of the customer.
5. Return shipments – Goods can only be returned if they are in brand-new condition and after prior approval by VOGT-CTE GmbH. Repair costs and freight costs for the outward and return shipment of incorrectly ordered goods, quantities, etc. as well as repairs and conversions shall be borne by the buyer. 20% of the invoice amount will be deducted from the credit notes to cover processing costs arising from returns.
6. Payment – The term of payment is 10 days net from the date of invoice without deduction of discounts, bank and other charges, taxes, contributions, fees, customs duties, etc., unless otherwise expressly agreed in the order confirmation. If the agreed dates of payment are not met, interest on arrears in the amount of 8% shall be payable to Vogt-CTE GmbH without reminder from the date of the agreed date.
7. Reservation of proprietary rights – All delivered goods remain the property of Vogt-CTE GmbH until full payment of all claims.
8 Warranty – The warranty period for goods and services of Vogt-CTE GmbH is 12 months, unless otherwise expressly agreed in the order confirmation. The warranty period is valid from the time of transfer of risk. Vogt-CTE GmbH shall only be liable for defects that occur under the contractually intended operating conditions and during proper use of the goods. Vogt-CTE GmbH undertakes to repair or replace as quickly as possible, at its option, all parts that become demonstrably defective or unusable within the warranty period as a result of poor material, faulty design or defective workmanship. With the expiration of the warranty period, all rights to rectification, redhibitory action and reduction as well as all claims for damages in this respect against Vogt-CTE GmbH are excluded. The customer shall notify Vogt-CTE GmbH in writing of any recognizable defects without delay, at the latest, however, within five working days after receipt of the delivery item. The warranty period shall not be extended by the replacement of parts, assemblies or entire devices. The purchaser bears the risk of damage to the goods resulting from failure to notify defects. Excluded from warranty and liability are damages caused by reasons for which Vogt-CTE GmbH is not responsible, such as natural wear and tear, non-observance of operating instructions, inadequate maintenance, improper servicing, excessive strain, unsuitable operating materials, improper installation, force majeure, fault of the purchaser or third parties, etc. Vogt-CTE GmbH is only liable for damages to the products, but not for further damages such as costs of a breakdown and a resulting lack of usability and readiness for use of the goods or financial losses and other damages.
9. Documents – Documents and technical information All rights to drawings and technical documents as well as to electronic data (software, programs, source code) shall remain with the party which has provided them to the other party. It shall only make the documents received available to third parties, in whole or in part, or use them for another purpose for which they were provided to it, if the other party has given its prior written consent to this.
10 Place of Jurisdiction & Choice of Law – The place of jurisdiction is Thun in the Canton of Bern. However, Vogt-CTE GmbH shall be entitled, at its option, to assert its claims against the customer also at the customer’s place of business. Swiss substantive law shall apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.