1. General
These General Conditions of Contract (“GCC”) are valid for all services and supplies rendered by BASWA acoustic 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.
2. Offers
BASWA’s offers are always without obligation. The validity of the offers, if not stated otherwise, is 3 months. Technical data, descriptions or illustrations of the products in offers, brochures or in any other informaion 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.
3. Prices
Unless otherwise agreed, all prices are quoted exclusive of value added tax in Swiss francs, including packaging. Prices are calculated on the basis of the prices valid on the day of delivery, unless otherwise agreed in writing.
In Switzerland, the prices apply to construction sites freely accessible by truck (Incoterms 2010 CPT Carriage paid to); the unloading is carried out by the customer. Deliveries are made on Euro pallets. These will be invoiced. Euro pallets can be returned. These will be credited at the same amount, if they can be reused after return to BASWA. Defective pallets are not reimbursed. Outside Switzerland, the terms of delivery FCA (Free carrier) according to Incoterms 2010.
4. Terms of Payment
Unless otherwise agreed, all invoices are due for payment within thirty days net from the date of invoice. 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.
5. Delivery date
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.
6. Delivery
Deliveries with a value of less than CHF 500 are subject to a freight surcharge in Switzerland. Unloading is carried out by the customer. Special transports will be invoiced to the customer. Outside Switzerland, the terms of delivery FCA (Free carrier) according to Incoterms 2010.
7. Risk of Loss or Damage
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. The shipper is responsible for ensuring that the goods are properly packed and dispatched. Goods that arrive at BASWA after expiry date or faulty will not be refunded.
8. Complaints, Warranty
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, incorrect or faulty delivery must be reported immediately after delivery, at the latest, however, after three days (72 hours).
The liability of BASWA for defects in the sense of the foregoing section shall be as follows:
Unless otherwise agreed in writing, the warranty period for the warranted properties of the products shall be based on the corresponding expiry date. Customer has to adhere to its contractual obligations in any case, especially to the agreed terms of payment. All liability is excluded where BASWA Products are used for purposes other than described in BASWA’s documents and/or if elements of BASWA’s systems are used in combination with other products, systems or technologies, without approval of BASWA. BASWA is entitled to replace defective products by a redelivery. Annulment of the contract by Customer is inadmissible. 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.
9. Returns
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. Dyed products can neither be returned nor refunded.
10. Liability
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.
11. Place of Performance
The place of performance shall be at BASWA’s registered seat.
12. Place of Jurisdiction and Venue
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.
13. Applicable Law
The GCC and the individual purchase contracts concluded in the frame of the GCC shall be governed by the substantive laws of Switzerland. BASWA’s processing guidelines are part of the GTCs. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.
Baldegg, December 2017