1 General

1.1  The contract shall be deemed to have been entered into upon receipt of supplier's written acknowled- gement stating its acceptance of the order. Tenders which are not accepted shall not be binding.

1.2  These general conditions of supply shall be binding if declared as part of the tender or in the order acknowledgement. Any conditions stipulated by the customer which are in contradiction to these general conditions of supply shall only be valid if expressly acknowledged by the supplier in writing.

1.3  All agreements and legally declarations of the parties to the contract must be in writing in order to be valid. Declarations in text form which are transmitted by or recorded on electronic media will be equated with written declarations when the receipt and confirmation is specifically so agreed by the parties.

2 Scope of supplies and services

2.1 The calculated supplies and services are exhaustively specified in the tender or in the order acknowl- edgement and in appendices thereto.

3 Technical documents

3.1  Unless otherwise agreed upon, brochures, catalogues and electronic files are not binding. Data provided for in technical documents are only binding in so far as having been expressly stipulated as such.

3.2  FLOWMETH AG retains all rights to any technical documents provided to the other. The party receiving such documents recognises these rights and shall without previous written consent of FLOWMETH AG not make these documents available to any third party, either in whole or in part, nor use them for pur- poses other than those for which they were handed over.

4 Prices

4.1  All prices shall be deemed to be net ex works excluding Swiss VAT, unless otherwise agreed excluding packing, transport etc. and without any deduction whatsoever.

4.2  The supplier reserves the right to adjust the prices in case the wage rates or the raw material prices vary between the submission of the tender and the contractually agreed performance. In such case the ad- justment shall be made according to the attached price adjustment clause.

4.3  In addition, an appropriate price adjustment shall apply in case the delivery time has been subsequently extended due to any reason stated in Clause 7.2, or any documents furnished by the customer were not in conformity with the actual circumstances, or were incomplete.

5 Terms of payment

5.1  Payments shall be made at supplier's domicile, without any deduction for cash discount, expenses, tax- es, levies, fees, duties, and the like.

5.2  The price shall be paid as declared in the tender or in the order acknowledgement. 

6 Reservation of title

6.1 The supplier shall remain the owner of all supplies until having received the full payments in accordance with the contract. During the period of the reservation of title, the customer shall at its own cost, maintain the supplies and take all measures to ensure that the supplies are not damaged and are protected.

7 Delivery time

7.1  The delivery time shall start as soon as the contract is entered into, all formalities have been completed, payments due with the order have been made, any agreed securities given and the main technical points are on both sides settled. The delivery time shall be deemed to be observed if by that time the supplier has sent a notice to the customer informing that the supplies are ready for dispatch.

7.2  The delivery time is reasonably extended:

a) if the information required by the supplier for performance of the contract is not received in time, or if the customer subsequently changes it thereby causing a delay in the delivery of the supplies or services;

b) if hindrances occur which the supplier cannot prevent despite using the required care, regardless of whether they affect the supplier or the customer or a third party. Such hindrances include, but shall not be limited to, epidemics, mobilisation, war, revolution, serious breakdown in the works, accidents, labour conflicts, late or deficient delivery by subcontractors of raw materials, semi finished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God etc.

c) if the customer or a third party is behind schedule with work it has to execute, or with the performance of its contractual obligations, in particular if the customer fails to observe the terms of payment.

7.3  Any delay of the supplies or services does not entitle the customer to any rights and claims or cancella- tion of the order.

8 Passing of benefit and risk

8.1  The benefit and the risk of the supplies pass to the customer by the date of their leaving the works.

8.2  If dispatch is delayed at the request of the customer or due to reasons beyond supplier's control, the risk of the supplies shall pass to the customer at the time originally foreseen for their leaving the works. From this moment on, the supplies shall be stored and insured on the account and at the risk of the cus- tomer.

9 Inspection and taking-over of the supplies and services

9.1  As far as being normal practice, the supplier shall inspect the supplies and services before dispatch. If the customer requests further testing or certification, this has to be specially agreed upon and paid.

9.2  The customer shall inspect the supplies and services within 10 days and shall immediately notify the supplier in writing of any deficiencies. If the customer fails in doing so, the supplies and services shall be deemed to have been take over and the contract is fulfilled.

9.3  Tacking back of taylor made or special calibrated goods is not possible. 

 

10 Guarantee, liability for defects

10.1  All acts of garantuee, warranty, liability or any other claims are limited to the territory of Switzerland.

10.2  The normal guarantee period is 12 months, or 6 months in case of a multi-shift system. It starts when the supplies leave the works. If dispatch is delayed due to reasons beyond supplier's control, the guar- antee period shall end not later than 18 months after supplier's notification that the supplies are ready for dispatch. Extended guarantee periods have to be ordered with the initial order and have to be paid.

10.3  For replaced or repaired parts the guarantee period starts a new and lasts 6 months after replacement or completion of the repair.

10.4  The guarantee expires prematurely if the customer or a third party undertakes inappropriate modifica- tions or repairs or if the customer does not immediately take all appropriate steps to mitigate the dam- age in case of any defect.

10.5  Upon written request of the customer, the supplier undertakes at its choice to repair or replace as quick- ly as possible any parts of the supplies which, before the expiry of the guarantee period, are proved to be defective due to bad material, faulty design or poor workmanship. Replaced parts shall become the supplier's property if he does not renounce explicitly.

10.6  Express warranties are only those which have been expressly specified as such in the order acknowl- edgment or in the specifications. An express warranty is valid until the rules of correct installation, cor- rect operation and regular maintenance and expiry of the guarantee period at the latest.

10.7  Excluded from supplier's guarantee and liability for defects are those resulting from normal wear and tear, improper maintenance, failure to observe the operating instructions, excessive loading, use of any unsuitable material, influence of chemical or electrolytic action, frost, under- and overvoltage, corrosion, building or erection work not undertaken by the supplier, or resulting from any other reasons beyond supplier's control.

10.8  The absolute limitation of all claims, resulting from warranty, guarantee and liability together for every order or delivery is the supplied value of goods, without engineering, workmanship etc.

11 Exclusion of further liability on the supplier's part

11.1 All cases of breach of contract and the relevant consequences as well as all rights and claims on the part of the customer, irrespective on what ground they are based, are exhaustively covered by these general conditions of supply. In particular, any claims not expressly mentioned for damages, reduction of price, termination of or withdrawal from the contract are excluded. In no case whatsoever shall the customer be entitled to claim damages other than compensation for costs of remedying defects in the supplies. This in particular refers, but shall not be limited, to loss of production, loss of use, loss of or- ders, loss of profit and other direct or indirect or consequential damage.

12 Jurisdiction and applicable law

12.1  The place of jurisdiction for both the customer and the supplier shall be at the registered office of the supplier.

12.2  All contracts and activities of FLOWMETH AG shall be governed by Swiss substantive law.

 

 

Edition 15. March 2011