General Conditions for Supply of Ingtec-Pneumacon AG ... - ipswiss.ch

General Conditions for Supply of Ingtec-Pneumacon AG Products
I. Tender
The documents such as pictures, drawings, weights and dimensions which belong to the tender shall only be approximately
decisive unless they are explicitly designated as binding. Supplier shall reserve property right of cost estimates,
drawings and other records; they must not be made available to third persons. Supplier shall be obliged to make
available to third persons such plans which are designated by customer as confidential only with customer's consent.
II. Extent of supply
For extent of supply, supplier's written order confirmation shall be decisive, in case of a tender on the part of supplier
with timely engagement and acceptance on time, the tender shall be decisive as far as an order confirmation in due time
does not exist. Subsidiary agreements and modifications must be confirmed in writing by supplier.
III. Prices and payment
1. If no special agreement has been made, prices shall be ex works including loading in the plant, however, without packing. If
no special agreement has been made, payment shall be made cash without any deduction free supplier's place
of payments as follows:
30 % advance payment upon receipt of order confirmation
70 % upan delivery / cash against documents
2. Withholding of payments or setoff on account of possible counter claims of customer which supplier contests are
not admissible.
IV. Delivery term
1. The term for delivery shall begin to run upan mailing of order confirmation, however, not prior to production of
documents, approvals and releases to be furnished by customer and not prior to receipt of an advance payment agreed upon.
2. The term for delivery shall be considered as observed if the object of supply has left the works or if readiness for
dispatch has been advised of until its expiry.
3. The term for delivery shall be extended appropriately for measures within the scope of industrial disputes, particularly
strike and lockout as weil as occurrence of unforeseen hindrances beyond supplier's will provided it can be proven that
such hindrances are of considerable influence on completion or delivery of the object of delivery. This shall also
apply if such circumstances occur at subsuppliers.
Supplier shall neither be responsible for the above described circumstances if they occur during an already existing default.
In important cases, supplier shall inform customer as soon as possible of beginning and end of such hindrances.
4. If dispatch is held back upon customer's request, he shall be charged with the costs for storage, starting one month
after notification that goods are ready for dispatch; if stored in supplier's plant, he shall be charged with at least 1/2
per cent of the invoice amount for each month. However, an appropriate term having been fixed and expired
unsuccessfully, supplier shall be entitled to dispose of the object of the delivery in another way and to supply to
customer at an appropriately extended term. 5. Requirement for observance of the term for delivery shall be that
customer fulfils his contractual obligations.
V. Passing of risk and acceptance
1. The risk shall pass to customer upon dispatch of the ordered parts at the latest, also if partial deliveries are
made or if supplier has assumed other services such as shipping charges or transport and installation. Upon
customer's request, the shipment shall be insured by supplier, at the expense of customer, against theft and
damages caused by breakage, transport, fire, water and other insurable risks.
2. If dispatch is delayed on account of circumstances for which customer is responsible, the risk shall pass to customer
as of the day of readiness for dispatch; however, supplier shall be obliged to effect such insurances as customer
demands, at customer's demand and expense.
3. Without prejudice to the rights of Sections VII, customer shall accept supplied items even if they show insignificant
defects.
4. Partial deliveries shall be admissible.
VI. Reservation of ownership
1. Supplier shall reserve the ownership of the delivery item until receipt of all payments under the delivery
agreement. Supplier shall be entitled to insure the delivery item against theft and damages caused by breakage,
fire, water and other damages, at the expense of customer, unless customer can prove that he himself has concluded
such insurance.
2. Customer must neither pledge the delivery item nor transfer the ownership by way of security. In case of pledges as
well as seizure or other decisions of third parties, he shall inform supplier thereof immediately.
3. If customer's conduct does not conform with the agreement, particularly if he delays in payment, supplier shall be
entitled to take back the delivery items upon warning and customer shall be obliged to return them. The assertion of
the reservation of ownership as weil as seizure of the delivery item by supplier shall not be considered as withdrawal
from the agreement.
VII. Liability for defects of shipment
Without prejudice to the rights of Section IX, 4, supplier shall be liable as follows for defects of the shipment to
which also belongs the lack of explicitly guaranteed qualities, to the exclusion of further claims:
1. All those parts shall be repaired or supplied anew, free of charge as appears fair at supplier's discretion, which turn
out to be useless or considerably impaired with regard to their usability, within a perloid of 6 months (for
operation in several shifts, within a period of 3 months) since putting into operation, on account of a
circumstance which occurred prior to passing of risk, particularly on account of faulty construction, bad construction

material or defective performance. Supplier shall immediately be informed if such defects are found. Replaced parts
shall become supplier's property. If dispatch, installation or putting into operation is delayed without any fault on the
part of supplier, liability shall expire 12 months after passing of risk at the latest.
As regards important products of another maker, supplier's liability shall be limited to the assignment of those liability
claims to which he is entitled towards the supplier of the outside product.
2. Customer's right to enforce claims an the Basis of defects shall become statute-barred in all Gases alter 6 months
as from the time of due notification of defect, however, at the earliest by expiry of the period of guarantee.
3. No liability shall be assumed for damages which haue occurred for the following reasons:
Unsuitable or irrproper use, defective Installation and/or putting into operation by customer or third persons, wear and
tear, defective or negligent handling, unsuitable building ground, chemical, electro-chemical or electrical influences
unless they are due to supplier's fault.
4. Customer must afford supplier, upon agreement with supplier, the required time and opportunity to perform all repairs
and replacements as appear fair at supplier's discretion, otherwise supplier shall be released from liability for defects.
lt is only in urgent Gases which jeopardize the industrial safety and in order to ward off unproportionately high
damages, in which rase supplier must be informed immediately, or if supplier delays remedy of the defect, that
customer shall be entitled to remedy the defect himself or to haue fit remedied by a third Party and to Jemand from
supplier refund of the costs incurred.
5. As regards the direct costs arising from repair and/or replacement, supplier shall bear the costs of the spare part
including shipping as weil as the reasonable costs for removal and Installation, as far as the notfite of defect turns out
to be justified; and, if fit may reasonably be demanded in the individual rase, supplier shall also bear the costs for
the possibly required Provision of his mechanics and helpers. Customer shall bear the other costs.
6. The period of guarantee shall be of 3 months for spare part and repair, however, fit shall run at least until expiry of the
original period of guarantee for the delivery fitem. The period of liability for defects regarding the delivery fitem shall be
extended by the period of Interruption of operation caused by subsequent improvement.
7. Liability and consequences shall be excluded for modifications or repairs which customer or third persons possibly
carry out improperly without prior consent of supplier.
8. Further claims of customer, particular a Claim for damages which did not occur to the delivery fitem itself shall be
excluded. This exclusion of liability shall not apply in rase of intention or gross negligence an the part of owner or
managerial staff.
VIII. Liability for secondary obligations
If the delivered fitem, due to supplier's fault, cannot be used by customer as provided for in the agreement, an account
of neglected or faulty performance of suggestions or advice given before or alter conclusion of agreement as weil
as other contractual secondary obligations - particularly instructions for use and maintenance of the delivery fitem - the
provisions of Sections VII and IX shall apply accordingly to the exclusion of further claims of customer.
IX. Customers's right to cancel agreement and other liability of supplier
1. Customer shall be entitled to cancel the agreement if the Overall performance becomes finally impossible for
supplier prior to passing of risk. The saure shall apply in Gase of supplier's incapacity. Customer shall also be
entitled to cancel the agreement if a partial quantity of a supply out of an order of similar items becomes
impossible and if he has a justified interest in refusing a partial delivery; if this is not the rase, customer may
reduce the counter performace accordingly.
2. If there is a delay in performance in the sense of Section IV of the terms of delivery and if customer grants the
defaulting supplier a reasonable additional term with the explicit declaration that he will refuse to accept
performance upon expiry of this term and if the additional term is not observed, customer shall be entitled to
cancel the agreement.
3. If incapacity occurs during default in acceptance or an account of customer's fault, customer's Obligation of
counter performance shall be maintained.
4. Customer shall also haue a right of cancellation if supplier Jets vainly and due to his own fault expire a reasonable
additional term granted to him for repair or replacement regarding a defect for which he is responsible in the
sense of the terms of delivery. Customer shall further haue a right of cancellation if there are other Gases
of failure of repair or replacement performed by supplier.
5. All further claims of customer, particularly claims for rescission, termination or reduction as weil as claims for
damages of any kind, also of such damages which did not occur to the delivery fitem itself, shall be excluded.
This exclusion of liability shall not apply to intention or gross negligence an the part of owner or managerial staff. lt
shall neither apply in Gase explicitly guaranteed qualities are missing, if fit had precisely been the purpose of
the guarantee to protect customer from damages which did not occur to the delivery fitem itself.
X. Place of jurisdiction
For all disputes arising out of this contractual relationship, an action shall be filed to the tourt which is competent for
the main place of business or the affiliate of supplier which performs delivery. Supplier shall also be entitled to sue
at customer's main place of business.