General Business Terms and Conditions of MWH Barcol-Air AG
1. Area of application
These „General Terms and Conditions“ (hereafter GTC) are applicable to any legal relation between our customer and us even if no reference is made. The customer acknowledges the legal obligation of the GTC by written order resp. with the conclusion of a delivery or work contract. We only accept further obligations by explicit, written acknowledgement that is always restricted to the single case.
Conditions of the customer that oppose to the GTC are only applicable if they were acknowledged individually by us in advance in writing. They are also not applicable if we do not explicitly deny them.
The purchaser has to inform us aboutthe legal, authoritative and other regulations resp. guidelines that are to be considered in the fulfilment of the contract. Obvious errors such as mistakes in writing oder calculating are not binding for us.
2. Contract conclusion and modification
Every order requires written confirmation by us as a confirmation of the order to be valid. Our order confirmation is binding for extent and performance of the delivery. If no opposing declaration is issued within 8 days the listed specifications are binding. Special statements and/or regulations in our order confirmations are prior to the GTC.
Every additional supplement or modification of the order by the customer is only valid after our written order confirmation and changes the contract maybe effecting prices and delivery times.
3. Prices and payment conditions
All confirmed prices are based on the market, tax, and currency situation known to us on the day of confirmation. We explicitly reserve the right to price increases due to a worsening of the market, tax and currency situation until time of delivery. All prices are exclusive value added tax.
Our prices are ex factory, including our standard packaging. The standard packaging is charged to the customer and only reimbursed upon return of the packaging. Special packaging or customized packaging is extra charged.
Our invoices are normally to be paid by the customer within 30 days as of invoice date without deduction. If the invoice amount is not paid to our account on the last day of the payment term, delay of payment commences immediately and without giving notice. We charge default interest of 5% and a service charge of CHF 100.-.
The customer has no right to retain due payments or to reduce payments due to complaints, not yet issued credits or not expressly acknowledged counterclaims. Compensation with counterclaims is not valid. The payment has to be made on time even if insignificant parts of a delivery are missing that do not render the delivery or unit impossible to use, or follow-up work is necessary.
The payment conditions are to be followed. Rounded amounts and unauthorized discounts are charged subsequently together with a processing fee of CHF 100.- .
4. Delivery terms
We make effort to fulfil the requested delivery dates of our customers insofar possible; however, we cannot guarantee the delivery terms; delivery time specifications are non-binding. Cancellation of contract, notice of delay or damage compensation claims due to delays are thus exempt for the customer.
The commencement of the delivery term requires the clarification of all technical details by the customer as well as correct and timely supply of pre-products. In case of late changes to the contract that may have an effect on the delivery term, the delivery term is adequately extended, insofar no special written agreements were concluded beyond this.
If the customer has outstanding payments towards us, we are authorized to conduct delivery only for payment in advance or security.
5. Default of acceptance of the customer
If a fixed delivery term was agreed upon contract conclusion and the customer is under delay of acceptance due to construction delays we are authorized to transfer all expenses occurring to us, especially storage costs, to the customer. We are also authorized to invoice at the date of the originally planned delivery date.
6. Return of standard items
The return of products can only take place with our prior, written agreement. Only products and accessories are accepted in return that fulfil the following cumulative conditionsr:
- standard items or trade goods
- the items are in new condition
Products that were procured, produced or finished according to customer specifications are not accepted for return.
The amount of credit is determined from case to case. Additional effort expenditures and possible test and maintenance costs are deducted from the credit amount. The return shipment is to be done with adequate packaging and delivery paper, postage paid, to the agreed address.
There is no obligation to accept the return of products.
7. Delivery obligation/ Force Majeure
Force Majeure are all circumstances that are beyond our range of influence that have an effect on the fulfilment of the contract. In case such circumstances occur, the delivery term is extended by the duration of such hindrance. We are also authorized to cancel orders or parts of it without compensation, if force majeure makes the fulfilment impossible by our cause, our suppliers or during transport.
In any case are we authorized to fulfil our delivery obligation through partial deliveries.
Benefit and risk are transferred to the customer as soon as the load has left our factory on trucks or another means of transport – if a shipment instruction of the customer is not available – as soon as the message of the readiness for transport is sent.
8. Guarantee and liability
For the proper use of our products according to the intended purpose, we only guarantee the technical specifications of our products as they are stated in our production standards.
The customer is obliged to immediately inspect the goods after receipt. If they do not correspond to the delivery documents or have visible faults, the customer must declare this in writing within 8 days after receipt. Later complaints are not accepted. Transport damages are, insofar they are visible, to be documented on the delivery note prior to goods acceptance, and reported to the responsible office (forwarding company, post office, train, ect.) in writing.
After the expiration of 6 months as of receipt of the goods, the guarantee for all defects becomes void, and also in any case, if such defects are discovered only later on.
After receipt of the timely letter of complaint, we reserve the right to inspect the declared fault resp. damage by own employees or experts of our choice.
If we acknowledge a timely letter of complaint, we expressly only agree to eliminate or balance the defect through supplementary delivery, improvement or credit, by our choice.
Our quality guidelines are decisive for material characteristics, the right dimensions and colour. Colour deviations are not a defect, unless they are so apparent that the appearance of the end product to be produced is significantly and unreasonably worsened.
Modifications regarding material composition, construction, models and dimensions remain reserved, insofar the agreed quality is not worsened by this.
9. Warranty and liability disclaimer
Every warranty or liability beyond clause 8 is expressly excluded. Thus, specifically every warranty or liability is denied for defects or damages that are based on improper storage, transport or treatment, on excessive strain, improper assembly, unprofessional service or inadequate usage, for construction, instruction and/or development defects, for dimensions not confirmed by us, as well as for any statements, data, or opinions of our sales personnel as well as for personal, material, or financial damages that are based on errors or defects reps. directly or indirectly on the use of our products. Warranty or liability is denied in any case if our products, units, or parts are modified, contaminated or damaged by the customer or third parties.
We exclude any claim exceeding supplementary delivery or improvement for defects subject to warranty, specifically change, reduction, or damage compensation for direct or indirect consequential damage.
If the defects subject to warranty are not discovered and declared within the test and declaration terms agreed in clause 8 par. 2, the delivery is regarded as accepted.
10. Production orders
The actual GTC are applicable to production orders and special productions without restrictions.
For units or parts of it t delivered according to special suggestions, drafts or drawings of the customer the warranty is limited to these units or parts of it constructed according to these documents. No warranty is given for the adequacy for the purposes the customer intends or other purposes, insofar no special written agreements were made. We therefore recommend that the customer thoroughly inspect all drawings, plans and other specifications regarding their correctness and tests possible models in their adequacy for use.
Moulds and tools remain our property, even if the costs are fully or partially charged to the customer. The confirmation of productions and special productions is always done based on our estimated production expenditure. If difficulties arise in production that were not expected, but can be solved with reasonable expenditure, we are authorized to transfer the surcharge onto the customer. If such difficulties cannot be solved with justifiable effort on our part, we have the right to resign from the contract without compensation and for full remuneration of the work done until this point in time and all expenditures accrued.
Samples that have to be separately produced are charged – even if no corresponding delivery order is given.
We issue a warranty period of 12 months as of the date of initial operation for hidden defects on units and parts that were assembled and initiated by us, at the longest however 18 months as of delivery date, if the initial operation cannot be done earlier due to constructional delays. Warranty periods longer than 12 months for production orders only become legally effective if we confirmed them in writing and are financially balanced by the purchaser upon contract conclusion.
11. Trademark rights
Project plans, projects, schemes, drawings, models, brands, know-how etc. remain our property. It is not permitted to use or reproduce them without our prior express authorization in writing or to disclose them or make them accessible to third parties.
If we produce objects according to drawings, models or drafts that were supplied by the customer, we deny any responsibility for the violation of intellectual property rights and resulting claims.
12. Reservation of proprietary rights
The supplied goods, units, or parts of the units remain our property until full payment of all claims arising from the business relationship to the customer. The customer has to have insurance against fire and theft at his cost.
13. Safety and protection regulations
The adherence of the respectively applicable safety and protection regulations, as well as the corresponding instruction of the personnel is exclusively responsibility of the customer.
14. Transfer of rights and obligations to third parties
The customer may not transfer rights and obligations from the legal relationship existing between us to third parties without our prior express agreement in writing.
15. Modification of these General Terms and Conditions
We reserve the right to change these GTC anytime. The modification will be declared to the customer in writing and is deemed as accepted if no objections are declared within 14 days.
16. Partial voidness
Should one or several conditions of these GTC be or become void due to individual agreements, this shall not have any effect on the remaining conditions. They stay unchanged and remain effective.
17. Place of fulfilment, Place of jurisdiction and applicable law
The place of fulfilment and jurisdiction is the place of residence of our company.
We are however authorized to file claims against the customer at the place of residence of his company.
The legal relationship/position is subject to Swiss law.