General Conditions of Contract (GCC) of BASWA acoustic AG
These General Conditions of Contract (“GCC”) are valid for all services and supplies rendered by BASWAacoustic AG (hereinafter “BASWA”) to a customer (“Customer”). Any contradicting conditions stipulated by Customer are not binding for BASWA unless expressly acknowledged by BASWA in writing. BASWA is not obliged to oppose to such conditions explicitly.
BASWA’s offers are always without obligation. Technical data, descriptions or illustrations of the products in offers, brochures or in any other information media shall not be deemed as representations and are subject to unilateral changes by BASWA.
No warranty is given for the indicated quantities of average consumption of BASWA products. Customer shall immediately examine calculations of quantity (extract of material) provided by BASWA. Customer notes that no warranty is given for such calculations.
Contracts with BASWA shall be deemed concluded only upon written confirmation of order by BASWA, latest with the delivery of the products. The terms of the contract are as per the confirmation of order or, in the absence of such confirmation, the offer of BASWA.
BASWA reserves its right to modifications in technology, construction or design, particularly for improvements, where reasonable for Customer, even after the confirmation of order.
Unless otherwise agreed upon, all prices are in Swiss Francs, excluding Swiss VAT, packing included. Unless otherwise agreed upon in writing, price calculations shall be based on the prices as valid on the day of delivery.
Unless otherwise agreed upon, all invoices are net payable within 30 days. In case of default in payment, BASWA is entitled to charge an interest of 6 % p.a. for late payment. Save for the existence of an acknowledgement in writing or for a final judgement for any counterclaim of Customer, Customer is not entitled to make any off-set against BASWA’s claims. The goods remain property of BASWA until they are completely paid.
Terms of delivery communicated by BASWA are fixed carefully, but are not binding. If delivery is delayed due to reasons not being attributable to BASWA, the terms of delivery are deemed to be observed if the readiness for dispatch is notified within the agreed term. If delivery becomes completely or partially impossible due to force majeure or to difficulties without a fault, BASWA is entitled to withdraw from the contract. The same applies if such circumstances arise with subcontractors or suppliers. In such cases Customer is not entitled to damages or subsequent delivery.
Unless otherwise agreed upon, delivery is ex works Baldegg, Switzerland.
All deliveries including returns are at Customer’s risk. The risk shall pass from BASWA to Customer as soon as the delivery leaves BASWA’s storehouse or the storehouse of a third party operated by BASWA. If dispatch is delayed upon request of Customer or on grounds being attributable to Customer, the risk of loss or damage shall pass over to Customer once the readiness for dispatch is notified.
Warranty for defects is excluded except for the declared characteristics of the products as set out in BASWA’s product list. No warranty is given for customised solutions (i.e. for products which are not enumerated in BASWA’s product list) and dyed coating compounds. Differences in colour caused by the raw materials are no defects. Customer undertakes to examine the delivery immediately. Complaints due to incomplete, wrong or defective delivery shall be notified to BASWA immediately after delivery of the products, in any case within the following eight days.
The liability of BASWA for defects in the sense of the foregoing section shall be as follows:
Any warranty and liability is excluded if the products are not stored appropriately and / or if Customer or any third party does not adhere to the application guidelines determined by BASWA, or if the proper due diligence as a craftsman is not observed by Customer or any third party.
Any further claim of Customer towards BASWA or its auxiliary persons is herewith excluded, in particular any claim for damages other than for damage to the delivered product itself.
The amount of damages is limited by the amount of the purchase price.
BASWA is not obliged to accept returns or to refund them. Returns are however possible in exceptional cases if they are in good and original condition. Refund for accepted returns amounts to 90 % of the value of goods minus deduction for the costs of transportation. BASWA charges Customer with an expense allowance of CHF 30. Dyed products can neither be returned nor refunded.
Unless expressly provided for otherwise in the GCC, BASWA is only liable for damages which were caused with unlawful intent or by gross negligence. Any liability for auxiliary persons of BASWA is hereby excluded.
The place of performance shall be at BASWA’s registered seat.
For all disputes arising out of or in connection with the GCC and the individual purchase contracts concluded in the frame of the GCC the exclusive place of jurisdiction shall be at BASWA’s registered seat. BASWA is, however, entitled to sue Customer in any other court which has jurisdiction over Customer.
The GCC and the individual purchase contracts concluded in the frame of the GCC shall be governed by the substantive laws of Switzerland. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.