General Terms and Conditions
The following general terms and conditions ("GTC") apply to business relationships between DEVO-Tech AG ("DEVO"), CHE-309.796.625 VAT, based in Ziefen/BL, Switzerland, and the customer ("CUSTOMER"). These GTC form an integral part of the offer made by DEVO to the customer as well as any contractual agreement between DEVO and the CUSTOMER.
Deviating conditions of the CUSTOMER, which DEVO does not expressly recognize in writing, are not binding for DEVO, even if DEVO does not contradict them.
Conclusion of contract
Quotes are prepared on the basis of the documents provided by the CUSTOMER. All offers are non-binding and can be adjusted on the basis of further negotiations. Such adjustments, in particular changes, additions, reductions, etc., are taken into account on the basis of the corresponding offer as an additional and/or reduced price.
An order from the CUSTOMER shall be deemed to have been placed if it has been received verbally or in writing by DEVO. The order is only considered accepted and the contract has been concluded with a written order confirmation from DEVO.
By the CUSTOMER
If the CUSTOMER withdraws from the order confirmed by us, DEVO reserves the right to charge all costs incurred or to be incurred by DEVO and its suppliers in processing the order.
If unforeseen events materially change the economic meaning or content of products or services, or if DEVO's work has a significant impact, and in the event of subsequent impossibility of performance, the contract will be adjusted accordingly. Insofar as this is not economically justifiable, DEVO is entitled to dissolve the contract or the relevant parts thereof.
The prices are EXW Ziefen according to Incoterms 2000, net in Swiss Francs, plus VAT. Packaging, shipping costs, customs clearance as well as any transport insurance shall be borne by the CUSTOMER and will be charged according to effective expense. Assembly and disassembly work will be charged based on the actual expenditure of time according to the hourly report.
Terms of payment
Payment is due 30 days after invoicing without any deductions. All payments are to be made exclusively in Swiss francs. Depending on the subject matter of the contract, in particular for larger systems, individual terms of payment are agreed with advance payments.
As a general rule, if the order value exceeds CHF 10,000, the following payment mode applies:
- 35% on order,
- 65% on delivery of the product.
The delivery period is communicated to the CUSTOMER by means of an order confirmation. It starts with the receipt of the order confirmation by the CUSTOMER. The delivery period is met if the delivery item has left the factory by the time the order expires or the readiness for dispatch has been notified. Delivery delays do not give rise to any claims for damages.
Upon request and at the expense of the CUSTOMER, transport insurance can be taken out.
Transfer of risk
With the despatch of deliveries ex works the risk is transferred to the CUSTOMER. If the shipment is delayed at the request of the CUSTOMER or for other reasons for which DEVO is not responsible, the risk shall pass to the CUSTOMER at the time originally scheduled for delivery ex works. From then on, the products will be stored and insured at the expense and risk of the CUSTOMER.
Warranty and notice of defects
For a period of one year from the date of delivery of the product or service, DEVO guarantees to repair or replace as quickly as possible, at its discretion, any parts found to be defective or unusable as a result of poor materials, faulty design or workmanship. The CUSTOMER has neither a conversion nor a reduction claim. For multi-shift operation, the warranty period is 6 months. For replaced or repaired parts, the warranty period starts anew and lasts 6 months from replacement, repair or acceptance.
Defects due to normal wear and tear, faulty storage or maintenance, disregard of assembly and operating instructions, excessive use, unsuitable equipment, improper intervention by the CUSTOMER or third parties, the use of non-original parts and defects for other reasons, that DEVO is not responsible for are excluded from the warranty.
Any repair, even attempted, of the product carried out by third parties or the CUSTOMER without the written consent of DEVO will void the warranty. This does not apply if the CUSTOMER proves that a defect of the product is not due to the aforementioned behaviour. Invoices for the remedy of defects by the CUSTOMER itself or by the CUSTOMER contractors are only accepted after prior agreement with DEVO.
The CUSTOMER must report the aforementioned defects and its associated warranty claim immediately and in writing.
DEVO is liable for claims for damages for warranty and other legal reasons only if they or their legal representatives and / or vicarious agents acted intentionally or through gross negligence. This does not apply to the absence of warranted characteristics. Liability arising from product liability law claims remains unaffected.
Property and intellectual property rights
The ownership and intellectual property rights of drawings and other offer documents as well as of the supplied software remain exclusively with DEVO. The software may not be copied or used on other systems. The use of program parts for other purposes is also not permitted. Exceptions are only declared in agreement with DEVO. If the software is changed, DEVO does not guarantee the correct functioning of the system.
Offsetting and retention
Offsetting is only permitted if the CUSTOMER's claim is undisputed or legally binding. A right of retention of the CUSTOMER exists only if the counter-claim is based on the same contractual relationship.
Should one of the provisions of these GTC be invalid or unenforceable, then the remaining validity of the contract and these GTC shall not be affected.
Applicable law, CISG exclusion and jurisdiction
The contractual relationship and the present GTC are exclusively subject to substantive Swiss law, excluding the UN Sales Convention (CISG) and the Swiss conflict rules.
Jurisdiction is CH-4417 Ziefen. DEVO is also entitled to sue at the general place of jurisdiction.
Ziefen, October 2015