General Terms and Conditions of Sale
We confirm your order subject to the exclusive application of our General Terms and Conditions of Sale.
Section 1 Application
(1) These General Terms and Conditions of Sale shall apply exclusively. Any different or contrary terms and conditions shall not be recognized by us unless we have expressly agreed to them in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions between the Parties, and also if we implement delivery of the goods in the knowledge of different or contrary conditions.
(3) These General Terms and Conditions of Sale shall apply to entrepreneurs, public legal entities or public investment funds and other non-consumers or consumers
Section 2 Offer, acceptance
(1) Information provided by COMPUTER CONTROLS AG concerning prices or delivery dates does not constitute an offer. Only the placing of an order by the customer shall be deemed to be an offer. COMPUTER CONTROLS AG may accept this offer by written confirmation or by commencing the order fulfillment activity unless it receives cancellation of the offer prior to the confirmation or prior to commencing the order fulfillment activity.
(2) Communications designated as a “quote” shall only be deemed to be an offer subject to these GTC and only with a separate note concerning their period of validity.
Section 3 Prices, payment
(1) Our prices are ex works, subject to VAT at the respective statutory rate, and excluding packaging costs unless otherwise expressly agreed.
(2) The purchase price shall be payable net within 30 days of invoicing. Default interest of 5% p. a. shall be charged after the due date. The right to assert additional default loss remains reserved.
Section 4 Offset, retention
The purchaser shall have an offset right only to the extent that its counterclaims are undisputed or have been held to be final and non-appealable. The purchaser shall only be authorized to assert rights of retention based on counterclaims arising from the same contractual relationship.
Section 5 Delivery
(1) Delivery shall be subject to the proper and timely fulfillment of the purchaser’s obligations. The defense of contractual non-performance shall remain reserved.
(2) Where there is a delay or default in acceptance or any other culpable breach of cooperation obligations on the part of the purchaser, we shall be entitled to compensation for the resulting loss or damage, including any additional expenses. The above is without prejudice to any additional claims. The risk of accidental loss or accidental deterioration of the goods shall in this case pass to the purchaser at the time of the default in acceptance or other breach of cooperation obligations.
(3) If COMPUTER CONTROLS AG has delivered goods that are not contractually compliant, i.e. goods that are defective or are the wrong ones or are delivered in insufficient quantities, the purchaser shall have the option of requesting cost-free remediation by replacement delivery or repair at the site where delivery is usually made. The seller may refuse to carry out the remediation requested by the purchaser if the seller demonstrates that it is impossible or unreasonable. The purchaser may set COMPUTER CONTROLS AG a reasonable period of at least 30 days for remediation. If remediation is not provided within said period, the purchaser shall also have the option of requesting a reduction in price or rescission of the contract. Rescission, however, is excluded where the defects are minor.
(4) Delivery dates shall be adhered to as far as possible but are not binding. Delays in delivery shall not give the purchaser either a right to cancel the contract or a right to damages or other claims. If delivery is delayed by more than twice the stated delivery time, but at least by more than 180 days, both parties shall be authorized to cancel the contract subject to waiving their rights to any further claims.
Section 6 Transfer of risk, dispatch
(1) Unless otherwise agreed, the costs of both shipment to the customer and packaging shall be borne by the customer. COMPUTER CONTROLS AG shall not be liable for damage during shipment. Damage of any kind during shipment shall, however, be notified in writing to COMPUTER CONTROLS AG by the customer within 8 days after receipt of the products, enclosing a report from the shipping company.
(2) When the goods are sent at the request of the purchaser, the risk of accidental loss and accidental deterioration of the goods shall pass to the purchaser at the time of dispatch.
Section 7 Retention of title
(1) Pending full receipt of all payments, the goods shall remain the property of COMPUTER CONTROLS AG, provided this is registered accordingly in accordance with the Swiss regulations on retention of title. In the case of breaches of contract by the purchaser, including payment default, COMPUTER CONTROLS AG shall be authorized to take back the goods.
(2) The purchaser must treat the goods with due care, insure them adequately, and maintain them to the necessary extent.
(3) To the extent that the purchase price is not paid in full, the purchaser must notify COMPUTER CONTROLS AG immediately in writing if the goods are subject to third-party rights or other interventions by third parties.
(4) The purchaser shall be authorized to resell the goods subject to retention of title in the ordinary course of business. In this case it hereby assigns to us all claims arising from such a resale, irrespective of whether it is made before or after any processing of the delivered goods subjection to retention of title. Notwithstanding our authority to collect the claim ourselves, the purchaser shall still have the right to collect the claim even after the assignment. In this connection, we undertake not to collect the claim as long as and provided that the purchaser complies with its payment obligations, no application to open insolvency or similar proceedings is filed and payments have not ceased.
(5) To the extent that the aforementioned securities exceed the claims that are to be secured by more than 10%, we shall be obligated to release the securities of our choosing at the purchaser’s request.
Section 8 Warranty
(1) Any kinds of warranty rights of the purchaser are contingent upon its due performance of all its inspection and defect notification obligations. The goods must accordingly be inspected and any defects notified promptly but within no more than 10 calendar days.
(2) Claims arising from contractual breaches shall be forfeited unless the purchaser has notified COMPUTER CONTROLS AG thereof within 10 calendar days after they are discovered but within no more than 12 months after transfer of the delivery at the place of performance.
(3) If COMPUTER CONTROLS AG has delivered goods that are not contractually compliant, i.e. goods that are defective or are the wrong ones or are delivered in insufficient quantities, the purchaser may request cost-free remediation by replacement delivery or repair at the site where delivery is usually made; the choice is up to COMPUTER CONTROLS AG. COMPUTER CONTROLS AG may refuse to carry out the remediation requested by the purchaser in particular if it demonstrates that this is impossible or unreasonable.
The purchaser may set COMPUTER CONTROLS AG a reasonable period of at least 30 days for remediation. If remediation is not provided within said period, the purchaser shall also have the option of requesting a reduction in price. This is, however, excluded where the defects are minor.
Warranty is also excluded in the following cases:
a) In the case of components or spare parts with a useful life of less than one year, after expiry of their expected useful life. The useful life is determined by COMPUTER CONTROLS AG at its discretion based on information from the manufacturing company.
b) In the case of electronic components and modules, the warranty shall expire upon soldering of the said parts.
c) Products or components in relation to which complaints have been made may only be sent to COMPUTER CONTROLS AG with its consent. Shipping costs for products or parts which are sent by the customer as defective to COMPUTER CONTROLS AG shall be assumed by the customer. If the goods are not acknowledged by COMPUTER CONTROLS AG to be defective, the customer shall also bear the costs of shipping them back. All shipping costs shall be assumed by COMPUTER CONTROLS AG if it acknowledges the defect and if it also agrees to their shipment to COMPUTER CONTROLS AG
d) COMPUTER CONTROLS AG shall not be liable for products or parts which have not been purchased from it, or for complaints attributable to parts which have not been obtained at COMPUTER CONTROLS AG.
e) COMPUTER CONTROLS AG shall be discharged of all obligations if repairs or modifications are undertaken by persons other than COMPUTER CONTROLS AG employees, except if COMPUTER CONTROLS AG has granted prior written consent to the repairs or modifications.
f) There are no warranties for loss or damage arising due to mishandling, and for products whose seals are damaged.
g) The warranty obligation shall lapse upon non-performance of the payment terms.
h) No liability shall be assumed for functional defects based on special local circumstances and influences.
User instructions and wiring diagrams enclosed with the delivered products are subject to the manufacturer’s general terms. No recourse claims may be derived by the purchaser for the data specified therein that deviate from the products. The warranty obligations of COMPUTER CONTROLS AG shall also cease to apply if any defect is attributable to one of the following causes:
- improper preparation or maintenance of the installation site;
- installation, operation or maintenance by the customer that is improper, not in accordance with regulations, or incorrect;
-software or connected third-party products not supported by COMPUTER CONTROLS AG;
- product changes and repairs that are not approved by COMPUTER CONTROLS AG.
Section 9 Liability
(1) In the event of willful intent or gross negligence by COMPUTER CONTROLS AG or by its representatives or vicarious agents, the latter shall be liable in accordance with the statutory rules; the same shall apply in the case of a culpable breach of material contractual obligations. Unless there is a deliberate breach of contract, liability for damages shall be limited to typically foreseeable loss.
(2) Liability for culpable death, physical injury or impairment to health as well as liability under the Product Liability Act shall remain unaffected.
(3) Unless otherwise expressly provided above, liability shall be excluded.
Section 10 Catalog
All catalogs and data sheets delivered by COMPUTER CONTROLS AG are non-binding. Construction, technical data and execution are subject to change.
Section 11 Re-export
These goods may only be re-exported pursuant to an obligation to the Import and Export Department for Import and Export [Abteilung für Ein- und Ausfuhr], 3003 Bern with the consent of said office. This condition hereby passes to the purchaser of the goods and must in turn be imposed whenever the goods are transferred.
Section 12 Applicable law, venue
(1) This Agreement shall be governed by Swiss law (international private law shall not apply).
(2) Otelfingen, Switzerland shall be the place of performance and exclusive venue for all disputes arising from or in connection with this Agreement.