General Terms and Conditions

 State 07.02.2023

1. General

1.1  These General Terms and Conditions of Villiger Entsorgungssysteme AG, Villiger public systems gmbh and Villiger Entsorgungssysteme GmbH (hereinafter referred to as "Supplier") shall be accepted as an integral part of the contract with each placement of an order, irrespective of the form in which it is made. Regulations deviating from the General Terms and Conditions shall only be valid if they have been confirmed in writing by the Supplier.

1.2  Unless otherwise stated on the offer, offers shall be valid for three months.

1.3  Quotations are based on the general conditions stated in the invitation to tender and the technical specifications in the bill of quantities. If design changes are subsequently requested, a price adjustment may be made.

1.4  A contract between the Supplier and the Purchaser shall only come into existence when the Supplier's written order confirmation, validly signed by the Purchaser, is received back by the Supplier.

1.5  Information in brochures, catalogs and technical documents is provided without warranty. Anything to the contrary shall only apply if the supplier has expressly guaranteed the details in writing in the order confirmation. All rights to all documents handed over (technical documents, plans, etc.) shall remain with the respective contracting party handing them over and shall remain its intellectual property. These documents may only be made accessible or brought to the attention of third parties with prior express written authorization.

1.6  The terms of delivery stated in the offer or in the order confirmation shall apply; if no deviating terms are stated therein, the terms defined in these General Terms and Conditions shall apply. Agreements deviating from those in the order confirmation or in the General Terms and Conditions of Business require the express and written confirmation of the Supplier in order to be valid.

2. Scope of supplies and services

2.1  The scope of delivery and the services owed by the supplier are exhaustively listed in the order confirmation and, if explicitly referred to in the order confirmation, in any enclosures. In any case, the supplier is authorized to unilaterally change the scope of delivery and the services owed, provided that this leads to an unchanged or improved overall performance and does not result in a price increase.

2.2  Stage deliveries must be reported to the supplier in good time. He reserves the right to charge additional expenses as directed.

2.3  Regulations concerning protective devices at the place of destination: At the latest with the order, the Purchaser shall inform the Supplier in writing of all relevant statutory provisions and practices (in particular concerning protective measures, accident prevention, environmental protection regulations, etc.) which must be observed in connection with the delivery, installation, operation and maintenance of the ordered systems. ), which must be observed in connection with services within the scope of delivery, installation, operation and maintenance of the ordered systems. Obtaining any permits and any official acceptance shall be the sole responsibility of the customer.

2.4  Packaging: Packaging - like all other incidental costs incurred - shall be invoiced separately to the Purchaser by the Supplier. If the packaging has been expressly designated by the Supplier as its property, it shall be returned by the Purchaser to the place of dispatch at its own expense. If the packaging has not been expressly designated as the property of the Supplier, it will not be taken back by the Supplier and must be disposed of by the Purchaser at its own expense.

3. Delivery time

3.1  The delivery term is agreed in the separate order.

3.2  The delivery period begins when the following conditions are cumulatively fulfilled:

  • Arrival at the supplier's premises of the order confirmation and manufacturing plans, which have been validly signed by the purchaser and have been cleared up.
  • Presence of all official permits required for delivery and performance of services, such as import, export, transit, payment, construction and other permits.
  • Receipt of the contractually agreed payments by the supplier.
  • Provision of all other collateral that may have been contractually agreed.
  • Cleanup of the main technical points.

3.3  Compliance with the delivery period shall be subject to the fulfillment of the contractual obligations of the Purchaser. The delivery period shall be deemed to have been complied with if notification of readiness for dispatch has been sent to the Purchaser by the time the delivery period expires. Claims for damages due to delayed deliveries cannot be made without prior written agreement, with the supplier having full right of co-determination.

4. Shipping, transport and insurance

4.1  The supplier must be notified in writing in good time of any special requests regarding dispatch, transport and insurance. If the Purchaser requests a staggered delivery, the additional transport costs may be invoiced additionally.

4.2  Complaints in connection with shipment or transport shall be addressed by the Purchaser to the last carrier and the Supplier immediately upon receipt of the Supplies or the shipping documents.

4.3  The customer shall be responsible for taking out any insurance against damage of any kind.

5. Prices and additional costs

5.1  All price quotations are net prices in the currency indicated, ex works, without packaging. Unless explicitly stated otherwise on the order confirmation by the supplier, all ancillary costs such as packaging, freight and insurance costs, export, transit, import and other permit or certification fees, in particular LSVA, tolls, etc., as well as all types of taxes, levies, customs duties, etc. in connection with the delivery shall also/additionally be borne by the purchaser. Should the Supplier be obliged to make advance payments in respect of the aforementioned costs on the basis of its function as supplier, the Supplier shall be reimbursed in full for the expenses incurred against appropriate proof. Any deviating agreements shall require the express written confirmation of the Supplier in order to be valid.

5.2  Changes in the order normally result in a price adjustment. Furthermore, a price adjustment due to unforeseen circumstances remains reserved.

5.3  In case of division into lots, the supplier reserves the right to adjust the item / unit prices.

5.4  Commissioned night, Saturday and Sunday work will be charged according to the supplier's standard rates.

6. Terms of payment

6.1  Payments shall be made by the Purchaser at the Supplier's domicile without any deduction. Unless otherwise expressly agreed in writing, the following terms of payment shall apply:

  • Deposit of one third of the total price according to the legally signed order confirmation/offer within 10 days after receipt of the order confirmation by the customer.
  • Payment of another third when ready for shipment
  • Final payment after successful acceptance, but no later than 30 days after delivery of the order.

6.2  The right of the supplier to demand a higher partial payment in excess of the first third in the case of a large scope of delivery (total price according to the legally signed order confirmation/quotation greater than CHF 150,000.00) shall remain reserved.

6.3  The purchaser expressly waives the right to withhold payment in the event that the delivery/service, for whatever reason, is not received by him in accordance with the contract.

6.4  Payment shall be deemed to have been made when the agreed amount in in the specified currency is freely available to the supplier at his domicile. If payment by bill of exchange or letter of credit has been agreed, all costs in connection with the bill of exchange transaction, such as, in particular, bill discount, bill tax and collection charges, shall be borne by the Purchaser.

The terms of payment agreed under this clause (section 6) shall also be complied with if transport, delivery, assembly, commissioning or acceptance of the delivery or services is delayed or rendered impossible for reasons for which the supplier is not responsible or if insignificant parts of the delivery are missing or if supplementary services prove to be necessary which, however, do not render the use of the delivery impossible

7. Retention of title

7.1  Until receipt of the full, contractually agreed payments, the Supplier shall remain the sole owner of the entire scope of the delivery. The Purchaser is obliged to cooperate in measures required to protect the Supplier's property. Upon conclusion of the contract, the Purchaser authorizes the Supplier in particular, at the Purchaser's expense, to make the entry or reservation of the reservation of title in the relevant public register, book or the like in accordance with the relevant country-specific legal provisions and to fulfill all formalities in this respect.

7.2  During the period of validity of a reservation of title expressly asserted by the Supplier in writing, the Purchaser shall maintain the systems supplied at its own expense and insure them for the benefit of the Supplier against theft, fire, water and other risks. The Purchaser shall take all measures to ensure that the Supplier's title is neither impaired nor cancelled.

8. Transfer of benefit and risk

8.1  Unless otherwise expressly agreed, benefit and risk shall pass to the Purchaser at the latest upon dispatch of the delivery ex works of the Supplier.

8.2  If dispatch is delayed at the request of the Purchaser or for other reasons for which the Supplier is not responsible, the risk shall pass to the Purchaser at the time originally scheduled for dispatch ex works. From this point in time, the delivery shall be stored and insured for the account and at the risk of the Purchaser.

9. Acceptance, warranty, liability for defects

9.1  After completion of the Work, the Purchaser shall inspect the Work immediately. Defects shall be notified within 10 days of their discovery. If defects are not reported within the aforementioned period, the rights to defects shall be forfeited. Deliveries in stages shall be accepted in stages. Upon written request of the customer, partial acceptances can be agreed in justified cases, which trigger separate warranty periods for the respective accepted components.

9.2  Approvals and official acceptances are the responsibility of the purchaser. In case of non-acceptance of the work by the competent authorities, the supplier shall not be liable.

9.3  The Supplier undertakes, at the written request of the Purchaser, to repair or replace as quickly as possible, at its option, all parts of the system ordered which are included in the scope of supply and which can be proved to have become defective or unusable by the expiry of the warranty period as a result of faulty material, faulty design or faulty workmanship. Unless the Purchaser expressly waives this right, the defective or faulty parts which are therefore replaced shall become the property of the Supplier. The supplier shall bear the costs of rectification incurred in his works. If the repair cannot be carried out at the Supplier's works, the costs associated with the repair shall be borne by the Purchaser to the extent that they exceed the costs which would also have been incurred if the repair had been carried out at the Supplier's works. Excluded from this are wear parts such as fastening material (screws, nuts, washers, etc.), gas springs, handles, plastic parts and lettering.

9.4  If there is a defect for which the Supplier owes rectification, the Supplier itself shall rectify the defect within a reasonable period of time. Substitute performance by the Purchaser (or by a third party commissioned by the Purchaser) shall only be possible if the Supplier has repeatedly failed to comply with its obligations to remedy defects, if any, with respect to the same component despite a warning and the setting of a reasonable deadline.

9.5  Any further warranty and liability claims are expressly excluded to the extent permitted by law.

9.6  The warranty period is 24 months on the delivered goods; for drive motors, electrical, pneumatic and hydraulic devices or components the warranty period is 12 months.

9.7  The warranty period shall commence with the dispatch of the delivery ex works or, if the supplier has also been commissioned with the assembly of the delivery, with the notification of the completion of the assembly by the supplier. If shipment, acceptance or assembly are delayed for reasons for which the supplier is not responsible, the warranty period shall end no later than 30 months after notification by the supplier that the goods are ready for shipment. For replaced or repaired defective parts, the warranty period shall be 6 months from delivery of the replacement parts or completion of the repair work.

9.8  The warranty claim expires if:

  • the purchaser or a third party makes changes, vandalism or repairs to the system or parts thereof with their own hands,
  • the Purchaser fails to notify the Supplier without undue delay of a defect discovered by the Purchaser,
  • the Purchaser orders constructions that do not meet the standards or safety requirements for persons,
  • the Purchaser orders constructions which the Supplier advises against but which the Purchaser insists upon,
  • the Purchaser does not immediately take all appropriate measures to prevent or mitigate the damage,
  • the Purchaser does not give the Supplier the opportunity to remedy the defect,
  • the Customer notifies a defect for rusted products of the Supplier, if the products have been placed near the sea or if they have been in contact with corrosive substances, such as road salt,
  • the Purchaser notifies a defect of an underfloor system in which water accumulates in the concrete element, which is due to an installation by the Purchaser that does not comply with the specifications,
  • the Customer notifies a defect in an electronically operated system whose possible malfunction is due to an interruption in the electricity or Internet/radio connection,
  • the Customer reports a defect which is due to inadequate maintenance of the equipment or lack of professional and annually performed maintenance with cleaning,
  • the Customer notifies a defect which is due to strong sunlight (fading) or failure to promptly remove the packaging material from the newly delivered products.
10. Production and assembly

10.1  The supplier shall construct the work in accordance with valid standards and guidelines customary in the industry.

10.2  Official requirements, static and structural requirements must be known or specified by the customer.

10.3  If the Supplier also undertakes the assembly or the supervision of the assembly, the General Terms and Conditions of Assembly of the supplier known to the Purchaser shall apply in addition.

10.4  Construction sites do not necessarily have to be visited by the supplier.

10.5  Additional expenses which are not due to assembly interruptions or assembly delays for which the supplier is not responsible will be charged to the customer.

10.6  Assembly work can be carried out by a third party company designated by the supplier.

10.7  Unless otherwise agreed by the parties, the Purchaser shall provide all services indirectly related to the installation (provision of electricity, electricity costs, provision of skips, removal of construction waste, environmental protection, etc.) at its own expense. Extreme weather conditions or force majeure (in accordance with Clause 11) shall entitle the Supplier to interrupt installation work. Final deadlines can then no longer be guaranteed.

11. Force Majeure Clause

11.1  Force Majeure means the occurrence of an event or circumstance which prevents a party from performing one or more of its obligations under the Contract if and to the extent that the party affected by the hindrance proves that: (a) such hindrance is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time of entering into the Contract; and (c) the effects of the hindrance could not reasonably have been avoided or overcome by the affected party.

11.2  Unless proven otherwise, the following events shall be presumed to meet the requirements under para. 11.1 of this clause:
(i) War (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilization in the area where the parties do business;
(ii) Civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy in the area in which the parties do business;
(iii) Currency and trade restrictions, embargo, sanctions in the territory where the parties do business;
(iv) lawful or unlawful official acts such as expropriation, seizure of works, requisition, nationalization;
(v) Plague, epidemic, natural disaster or extreme natural event in the area where the parties do business;
(vi) Explosion, fire, destruction of equipment, prolonged failure of transportation, telecommunications, information systems, or power;
(vii) general labor unrest such as boycotts, strikes and lockouts, slowdowns, occupations of factories and buildings.

11.3  A party successfully invoking this clause shall be released from its obligation to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract from the time when the impediment makes it impossible for it to perform; provided that this is notified without delay. If the notification is not made without delay, the release shall take effect from the time when the notification reaches the other party. If the effect of the asserted impediment or event is temporary, the consequences just set forth shall apply only for so long as the asserted impediment prevents performance of the contract by the affected party. If the duration of the asserted impediment has the effect of depriving the parties to the contract to a considerable extent of what they could reasonably expect by virtue of the contract, either party shall have the right to terminate the contract by giving notice to the other party within a reasonable period of time. Unless otherwise expressly agreed, the contract may be terminated by either party as soon as the duration of the hindrance exceeds 120 days.

12. Changes to the GTC

12.1 The supplier reserves the right to adapt the GTC at any time. The GTC as amended from time to time shall apply. The currently valid version of the GTC can be found on the website

13. Jurisdiction and applicable law

13.1  All disputes arising from the contract between the Supplier and the Purchaser shall be subject to the jurisdiction of the courts at the Supplier's place of business. In deviation from this, the Supplier shall also be entitled to take legal action against the Purchaser at the latter's place of business.

13.2  The legal relationship shall be governed by Swiss law to the exclusion of the provisions of the CISG.