1.1 These General Terms and Conditions of Villiger Public Systems GmbH (hereinafter Supplier) are acknowledged as an integral part of the contract with every order that is placed, regardless of the form in which this is done. Clauses deviating from the General Terms and Conditions will only be valid if they have been confirmed by the Supplier in writing.
1.2 Unless otherwise stated in the quotation, the validity period for quotations is three months.
1.3 Quotations are based on the framework conditions set out in the invitation to tender and the technical requirements in the specification of services. If design modifications are required subsequently, the price will be adjusted.
1.4 The Supplier does not necessarily need to inspect construction sites.
1.5 A contract between the Supplier and the customer will only come about when the Supplier's written confirmation of order has been returned to the Supplier with the customer's legally valid signature.
1.6 The supply terms set out in the quotation or confirmation of order shall apply; if no terms are indicated there, the terms defined in these General Terms and Conditions shall apply. Agreements deviating from those in the confirmation of order or General Terms and Conditions must be expressly confirmed by the Supplier in writing in order to have effect.
2.1 The scope of supply and the services owed by the Supplier are set out conclusively in the confirmation of order and, if explicitly indicated in the confirmation of order, in any enclosures. The Supplier is in any case authorised to modify the scope of supply and the services owed if this leads to the same or an improved overall performance and does not result in a price increase.
2.2 Changes to the purchase order will normally entail a price adjustment. A price adjustment as a result of unforeseen circumstances is also reserved.
2.3 In the event of division into lots, the Supplier reserves the right to adjust the item/unit prices.
2.4 The Supplier must be notified in good time if staggered deliveries are wanted. The Supplier reserves the right to charge for additional expenses due to unforeseen work.
3.1 Specifications given in brochures, catalogues and technical documents are provided for indicative purposes only. This only does not apply if the Supplier has expressly warranted specifications in writing in the confirmation of order.
3.2 All rights to all transferred documents (technical documents, plans, etc.) will rest with the party issuing them and will remain their intellectual property. These documents may only be made accessible or brought to the attention of third parties with prior, express written authorisation.
4.1 The customer shall advise the Supplier in writing not later than with the purchase order of all relevant statutory provisions and practices, particularly concerning protective precautions, the prevention of accidents, environmental protection provisions, etc. which are to be observed in connection with services within the scope of the supply, assembly, operation and maintenance of the ordered systems at the customer's site. It is the customer's responsibility alone to obtain any permits and any official acceptance that may be required.
5.1 All prices are quoted net in Swiss francs ex works and without packaging. Unless explicitly indicated otherwise by the Supplier in the order confirmation, all incidental costs such as packaging, shipping and insurance costs, export, transit, import and other permit or notarisation fees, in particular heavy goods vehicle fees (LSVA), tolls, etc. as well as all kinds of tax, charges, customs duties, etc. in connection with the supply shall be borne by the customer. Should the Supplier be obliged to make advance payments in respect of the above costs on the basis of its position as supplier, the Supplier shall be reimbursed in full for the expenses incurred against appropriate documentary evidence. Deviating agreements must be expressly confirmed in writing by the Supplier in order to be valid.
5.2 Work required at nights and on Saturdays and Sundays will be charged at our corresponding rates.
6.1 The customer must make payments at the domicile of the Supplier without any deduction. In the absence of any express written agreement to the contrary, the following payment terms shall apply:
The customer expressly waives a reservation of payment in the case that the supply/service does not reach it in a contractually conforming condition, for whatever reason that may be.
This does not affect the Supplier's right to demand further part-payments extending beyond the first third in the case of a large scope of supply (greater than CHF 150,000).
6.2 Payment will be deemed made when the agreed amount in Swiss francs is freely available to the Supplier at its domicile. If payment by bill of exchange or letter of credit is agreed, all costs associated with the bill transaction, such as in particular discounts, bill stamp duty and collection charges, shall be borne by the customer.
6.3 The payment terms agreed under this section 6 shall be observed even if transport, delivery, assembly, start-up or acceptance of the delivery or of services is delayed or made impossible for reasons beyond the control of the Supplier or if non-essential parts of the delivery are missing or supplementary services prove to be necessary, provided that their later performance does not make use of the delivery impossible.
7.1 The Supplier remains sole owner of the entire scope of the delivery until the contractually agreed payments have been received in full. The customer shall be obliged to cooperate in measures which are necessary in order to protect the Supplier's property. With conclusion of the contract the customer authorises the Supplier in particular to bring about the registration or priority notice of the reservation in title in the corresponding public register, record or the like at the customer's expense in accordance with the legal provisions specific to the country and to complete all formalities in this regard. For as long as a reservation of title expressly asserted by the Supplier in writing remains valid, the customer shall maintain the supplied systems at its own expense and shall insure them in favour of the Supplier against theft, fire, water and other risks. The customer shall take all measures to ensure that the Supplier's title is neither impaired nor invalidated.
8.1 The delivery period will commence when the following conditions have been met cumulatively:
8.2 Observance of the delivery period presupposes that the customer has fulfilled its contractual duties. The delivery period is observed if the customer has been sent notification of readiness for dispatch before it expires. Claims for compensation on account of late delivery cannot be brought in the absence of prior written agreement in which the Supplier has a full right to be heard.
9.1 The Supplier will invoice the customer separately for packaging as well as all other incidental costs arising. If the Supplier has expressly designated the packaging as its property, the customer must return it to the place of dispatch at its own expense. If the Supplier has not expressly designated the packaging at its property, it will not be taken back by the Supplier and must be disposed of by the customer at its own expense.
10.1 The use and risk shall pass to the customer not later than with dispatch of the delivery from the Supplier's plant.
10.2 If shipping is delayed at the customer's request or on other grounds beyond the control of the Supplier, the risk shall pass to the customer on the date originally intended for dispatch from the plant. From this date on the delivery shall be stored and insured for the account and at the risk of the customer.
11.1 The Supplier must be notified in good time in writing of any particular requests concerning shipping, transport and insurance. If the customer requests staggered delivery, the additional transport expense may also be invoiced.
11.2 The customer must direct complaints in connection with shipping or transport to the last carrier and the Supplier immediately following receipt of the deliveries or freight documents.
11.3 It is the responsibility of the customer to conclude any insurance against damage of any kind.
12.1 The warranty period for the supplied goods is 24 months; for drive motors, electrical, pneumatic and hydraulic devices or components the warranty period is 12 months.
It will begin upon dispatch of the delivery from the plant or, if the Supplier has also been commissioned with assembly, upon notification by the Supplier of the completion of assembly. If shipping, acceptance or assembly are delayed for reasons beyond the control of the Supplier, the 24-month warranty period shall end not later than 30 months after notification by the Supplier of readiness for dispatch. The warranty period for replaced or repaired faulty parts is 6 months from spare parts delivery or completion of the repair work.
The warranty claim shall lapse if:
12.2 The customer shall inspect the work immediately upon completion. Defects must be notified within 10 days of discovery; if defects are not notified by this deadline, rights based on defects will be forfeit. In justified cases the customer may order part-acceptance triggering the warranty period for the components accepted.
12.3 The Supplier undertakes at its option to improve or replace as quickly as possible at the customer's written request all parts included in the scope of supply (except wear parts) of the ordered system which demonstrably become defective or unusable as a result of a material defect, faulty construction or deficient execution up to the end of the warranty period. In the absence of any express waiver by the customer, the parts which were faulty or deficient and hence were replaced shall become the property of the Supplier. The Supplier will bear the costs of improvement incurred in its plant. If improvement in the Supplier's plant is not possible, the costs associated with improvement shall be borne by the customer to the extent that they exceed the costs that would also have been incurred in the case of improvement in the Supplier's plant.
12.4 In the event of a defect for which the Supplier owes improvement, the Supplier will make improvement within a reasonable period of time. Substitute performance by the customer (or a third party engaged by it) shall only be possible if the Supplier has repeatedly failed to meet its possible duties of improvement despite a reminder and the setting of a reasonable period of time in respect of the same component.
12.5 Any further warranty and liability are expressly excluded to the extent allowed by law.
13.1 The Supplier will produce the work in accordance with the applicable standards and guidelines customary in the industry.
Official conditions, static and building physical requirements must be disclosed or specified by the customer.
If the Supplier is also performing assembly or monitoring assembly, the General Terms and Conditions of Assembly of Villiger Entsorgungssysteme AG, which are known to the customer, shall also apply. A charge will be made for additional expenses which are not attributable to interruptions or delays in assembly for which the Supplier is responsible. Assembly work can be executed by a third company designated by the Supplier. Unless the parties have agreed otherwise, the customer shall perform all services indirectly associated with the assembly (establishment of the power supply, electricity costs, provision of troughs, disposal of building rubble, perimeter protection, etc.).
Extreme weather events or force majeure shall entitle the Supplier to interrupt assembly work, in which case final dates can no longer be guaranteed.
14.1 Force majeure means the occurrence of an event or circumstance which hinders a party from fulfilling one or more of its contractual obligations under the contract if and to the extent that the party affected by the hindrance demonstrates that: (a) this hindrance is outside its reasonable control, and (b) it was not reasonably foreseeable at the time the contract was concluded, and (c) the effects of the hindrance could not reasonably have been avoided or overcome by the affected party.
14.2 In the absence of evidence to the contrary, it will be assumed that the following events affecting a party would meet the requirements under paragraph 1 (a) and (b) according to paragraph 1 of this clause:
(i) war (whether declared or undeclared), hostilities, acts of foreign enemies, extensive military mobilisation;
(ii) civil war, civil commotion, rebellion and revolution, military or other usurpation, insurrection, acts of terror, sabotage or piracy;
(iii) currency and trading restrictions, embargo, sanction;
(iv) lawful or unlawful official acts, compliance with laws or government instruction, expropriation, confiscation of plants, requisition, nationalisation;
(v) pestilence, epidemic, natural disaster or extreme natural event;
(vi) explosion, fire, destruction of equipment, lengthy failure of means of transport, telecommunications, information systems or energy;
(vii) general labour unrest such as boycott, strike and lockout, go-slows, occupation of factories and buildings.
14.3 A party successfully appealing on the basis of this clause is released from its duty to fulfil its contractual obligations and exempted from any duty of compensation or any other contractual remedy for breach of contract from the date on which the hindrance prevents it from performing, provided that this is notified without undue delay. If notification is not made without undue delay, the exemption will be effective from the date on which the other party receives the notification. If the effect of the claimed hindrance or event is temporary, the above consequences will only apply for as long as the claimed hindrance prevents the party affected from fulfilling the contract. If the duration of the claimed hindrance results in the parties to the contract being deprived to a considerable extent of what they could legitimately expect under the contract, each party shall have the right to terminate the contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that either party may terminate the contract if the duration of the hindrance exceeds 120 days.
15.1 Permits and official acceptance processes are the responsibility of the customer. The Supplier will not be liable in the case that the work is not accepted by the competent authorities.
16.1 Villiger reserves the right to amend the GTC at any time. The GTC as amended at the time shall apply. The current version of the GTC can be found on the website www.villiger.com.
17.1 The place of jurisdiction for all disputes arising from a contract between the Supplier and the customer is the registered office of the Supplier. In derogation thereof, the Supplier will also have the right to pursue the customer at its registered office.
17.2 The legal relationship shall be subject to Swiss law, excluding the provisions of the CISG.