General Terms and Conditions
1. General conditions, area of application
1.1. General Terms and Conditions of Coating Suisse GmbH (GTC) shall apply exclusively. We do not recognize any terms of the customer contradicting or deviating from our GTC, unless we have agreed with their validity in writing.
1.2. Our GTC shall also apply to all future business with the customer, without renewed reference to the terms and conditions.
2. Offers
2.1. We remain legally bound to our offers for a period of four weeks from the offer date.
2.2. If the ordering party issues us an order, he is bound to his order for a period of four weeks. Contracts require our written confirmation in order to become legally effective.
2.3. We retain ownership, copyright and any other rights to all documents belonging to our offer. The documents may not be made accessible to third parties without our prior consent.
3. Prices – terms of payment
3.1. Our prices are in CHF, EURO (€) USD usually ex works. Costs for packaging and transport, in case of foreign deliveries also customs duties and other fees, shall be borne by the customer.
3.2. In case of call-off orders and orders, which require delivery of our products within a period of more than four months, the prices valid on the date of supply shall apply.
3.3. Our prices do not include the statutory VAT, which will be shown separately at the statutory rate in the invoice on the day on which the invoice is issued.
3.4. If there are more than 4 months between the day of conclusion the contract and the day of delivery and there is no reason from our part for that delay in delivery and if the price list changed in the meantime, we are allowed to charge the list price which is valid on the day of delivery instead of the agreed sales price. We will provide the purchaser with a correspondingly amended order confirmation before delivery.
3.5. In this case the purchaser has the right to withdraw from the order of the goods, for which the price had been changed. He must declare the revocation in writing not later than 5 working days from receipt of the amended order confirmation. This is only valid in the written form and sent by post.
3.6. The value added tax in the statutory amount will be added to our prices. In the event of a change of the value added tax we have right to correct the prices appropriately.
3.7. Our invoices are due upon receipt by the receiver.
3.8. The client shall be entitled to setting off with counterclaims only if these are undisputed or have taken effect legally.
3.9. If after conclusion of the contract we become aware of circumstances which give reason to cast doubt regarding the customer’s creditworthiness (non-encashment of a check or bill of exchange, individual case of enforcement, application for insolvency), we are entitled to demand from the customer the payment of the compensation or the provision of securities, according to his choice, in the amount of the compensation to be paid by the customer stage by stage for our services. If the customer is not in a position, within 14 days after receipt of a corresponding request for securities, to provide these, we are entitled to resign from the contract. We are further obliged to continue provision of the service only concurrently with payment of the remuneration or the provision of securities in the amount of the payment to be made by the customer.
4. Delivery
4.1. Delivery takes place in all cases on the account and at the risk of the customer. If dispatch is delayed for reasons which are the responsibility of the customer, the risk shall pass onto the customer as soon as we give notice that the goods are ready for dispatch.
4.2. We are entitled to provide our services as part-services, and to invoice them as such, so far as it is reasonable for the customer.
4.3. We reserve the right to supply goods with the usual minor variations due to materials and production, in terms of quality, dimensions and color. We reserve the right to make over- or under-deliveries of up to 10 %, unless otherwise expressly agreed.
5. Delivery time
5.1. An agreed delivery time begins following provision of any documentation, approvals or releases to be obtained by the customer, and receipt of an agreed advance payment.
5.2. If the customer requires one of our services within a specific time, an express agreement must be made for that. We are not obliged to check material provided to us as to whether the customer has to observe a specific time or other obligations towards third parties.
5.3. Agreed delivery times are extended, including during a delivery delay, in the event of force majeure, labor disputes and other operational problems beyond our control. Agreed delivery times are subject to the reservation that we are supplied at the appropriate time by our suppliers. If this is not the case, delivery times are extended accordingly.
5.4. In the event of changes to the order agreed between the customer and us after conclusion of the contract, and which affect the delivery time, the agreed delivery time is extended to the appropriate degree.
6. Reservation of ownership
6.1. We reserve ownership to the goods supplied by us until full payment of the purchase price and all subsidiary claims.
6.2. If the customer is a commercial entity, we reserve ownership of the goods supplied until settlement of all claims against the customer arising from the business relationship.
6.3. The customer must notify us in writing and immediately in the event of distraints, other intervention by third parties or change of ownership of the goods purchased. Enforcement officers or other third parties must be notified of our ownership.
6.4. If the third party is unable to reimburse us for the legal and out-of-court costs of enforcing the denial of access and the reacquisition of the goods purchased, the customer is liable for the loss sustained by us.
6.5. If the customer is authorized in individual cases to resell the goods obtained from us in the normal course of business, the customer hereby relinquishes in our favor all claims against his customer or third party, up to the total invoice amount, including sales tax, which accrue to him from the resale of the goods.
6.6. The customer also remains authorized to collect such claims following relinquishment. Our authority to collect such claims ourselves remains unaffected. We undertake however not to collect such claims as long as the customer complies with his payment obligations to us from the income received, and in particular is not in arrears with payments, no application for institution of insolvency proceedings has been made, or payments have not been discontinued. If this is the case however, we may require that the customer notifies us of the relinquished claims and their debtors, provides us with all the information necessary to collect the claim, hands over the corresponding documentation and notifies the debtors (third parties) of the relinquishment.
6.7. The processing or reworking of the goods purchased by the customer always takes place on our behalf. If the goods purchased are processed with other goods not belonging to us, we acquire joint ownership of the new goods in the ratio of the value of the goods purchased to the other processed goods at the time of processing.
6.8. If the goods purchased are inseparably mixed with other goods not belonging to us, we acquire joint ownership of the new goods in the ratio of the value of the goods purchased to the other inseparably mixed goods.
6.9. The customer safeguards such joint ownership on our behalf.
6.10. We undertake to release the securities due to us, at the request of the customer, to the extent that the realizable value of our securities exceeds the claims to be secured by more than 50 %. The selection of the securities to be released will be made at our discretion.
7. Sub-contractors
7.1. We are entitled to sub-contract orders, in whole or in part, to third parties. This does not affect our obligations towards the customer.
8. Guarantee
8.1. Unless specified otherwise, we offer a guarantee in accordance with the applicable legal regulations.
8.2. The customer must check the goods deliveries and services provided by us immediately for conformity with the contract, freedom from faults and completeness, and in the event of deviations or faults, report this to us immediately. If the customer fails to notify us, the goods or services are deemed to be accepted, except in the case of a fault which was undetectable when checking the goods. If such a fault is found at a later time, the customer must report this to us immediately on discovery; otherwise the goods or services are deemed to be accepted even with respect to this fault. If the goods or services are deemed to be accepted, regress claims by the customer in accordance to Swiss law are also excluded.
8.3. We may reject the means of subsequent fulfillment chosen by the customer, without detriment, according to Swiss law, if this is only possible at unreasonable cost. The subsequent fulfillment claim of the customer is restricted in this case to the other type of subsequent fulfillment; our right to reject this as well, if this is only possible at unreasonable cost, remains unaffected.
8.4. Inconsequential faults do not entitle the customer to withdraw from the contract.
8.5. If we establish that a fault reported by the customer regarding the goods supplied by us is due to faults with goods or materials supplied by one of our suppliers, we will notify the customer to this effect in writing, and relinquish our guarantee and regression claims against the supplier in favor of the customer. In this case, the customer can only make guarantee and regress claims against us if he has been demonstrably unsuccessful in making such guarantee and regress claims against our supplier.
8.6. If we establish that a fault reported by the customer is in fact not present, or the goods supplied have been modified in some way not approved by us, and which was the cause of the damage, or the damage is due to improper handling or wear, the customer is obliged to reimburse us for the costs of the attempted fault rectification, and in particular the costs for working time and material, and travelling costs. In this case, we will charge € 90.00 per man-hour, plus VAT at the prevailing legal rate. We reserve the right to claim higher costs. The customer has the right to prove that we have sustained no damages or lesser damages.
8.7. The warranty claims shall become time-barred within one year. The limitation starts with the removal of the work on the delivery of goods with the delivery and at work performances. Claims by customer for recourse against us become invalid according to Swiss commercial law.
8.8. We accept no guarantee responsibility for delivery of used goods.
9. Compensation for damages, withdrawal
9.1. If we fail to comply with our obligations, fail to provide the service due or fail to do so as agreed, the customer may require compensation for the corresponding damages sustained in accordance with legal regulations.
9.2. If we do not provide a due service or if we do not provide it according to contract, the customer can resign from the contract in accordance with legal regulations. If we have already completed part of the work or services, the customer may also withdraw from the entire contract if he has no interest in the work or services already completed.
9.3. The customer may not withdraw from the contract on the grounds of only minor infringement of obligations on our part.
9.4. Irrespective of legal regulations, we are entitled to withdraw from the contract if
9.4.1. The customer fails to act in accordance with the contract and the infringement is substantial,
9.4.2. The customer provides false information regarding his creditworthiness or
9.4.3. The service due from us is not available. In this case we undertake to notify the customer immediately of such non-availability, and immediately reimburse any consideration, made by the customer.
10. Rights of third parties
10.1. If claims are made against the customer by a third party to the effect that our services infringe his rights, the customer must notify us immediately and comprehensively in writing, and allow us the opportunity to refute the claims made.
11. Liability
11.1. We shall be liable for any and all damage, which was caused by us or by our executives due to gross negligence.
11.2. We are also liable for culpable breach of contractual obligations in the event that we are responsible for such breach, and this endangers the achievement of the purpose of the contract.
11.3. We are also liable for damages to life, body or health, resulting from a culpable breach of duty through us or one of our legal representatives or one of our vicarious agents.
11.4. Otherwise, all claims for compensation for damages against us, in particular on the grounds of delay or infringement of obligations, and non-contractual claims, including on the grounds of lost profit, savings or usage benefits, failed applications, indirect damages and consequential damages, are excluded.
11.5. In addition, possible claims for compensation for damages are further limited in extent and amount to damages foreseeable at the time of contract conclusion; claims may not be made on the basis of the realization of excess risks not foreseeable by us.
11.6. This limitation isn’t valid as far as it is based on the damages to user’s life, body or health, resulting from a culpable breach of duty through us or one of our legal representatives or one of our vicarious agents.
11.7. Our legal liability because of an injury of health or life as well as according to the law about the liability for faulty products (product liability law) remains untouched of the prominent clauses.
12. Confidentiality
12.1. The parties to the contract mutually undertake to maintain strict confidentiality with regard to all business secrets which come to their knowledge in the course of the contractual relationship, and not to disclose them to third parties. Business secrets refer to all information relating to the commercial circumstances of the other party to the contract, where such information is not made public by the other party. These obligations continue in effect beyond the term of the contract.
13. Protection of innovations
13.1. The exchange of information of any type between the parties does not in any case constitute detriment to innovations under § 3 PatG, Art. 54 of the European Patent Convention or corresponding stipulations of other national patent laws.
14. References
14.1. We are entitled to name the customer as a reference customer.
15. Place of jurisdiction, fulfillment and applicable law
15.1. Place of jurisdiction is CH 4123 Allschwil, Switzerland (BL).
15.2. The place of contractual fulfillment is CH 4123 Allschwil (BL), Switzerland.
15.3. All legal relationships between the customer and us are subject exclusively to Swiss commercial law. The United Nations Convention on the International Sale of Goods (CISG) does not apply.
16. Miscellaneous, concluding clause
16.1. No subsidiary verbal agreements have been made.
16.2. If any stipulation of the contract, any stipulation added in future, or a stipulation of these terms and conditions proves to be invalid or infeasible, in whole or in part, or later becomes invalid or infeasible, or the contract is found to contain an omission, this shall not affect the validity of the remaining stipulations. The parties to the contract agree in this case, in place of the invalid or infeasible stipulation or to rectify the omission, to acknowledge the validity of applicable legal regulations.
Date: January 2013, CH 4123 Allschwil (BL)
