General Terms and Conditions (GTC)
General Terms and Conditions (GTC)
1 January 2024
1. General
1.1 Unless otherwise agreed, these General Terms and Conditions apply to all contractually agreed services and deliveries of MADERAG AG (hereinafter referred to as the Contractor or Party).
1.2 All agreements and legally relevant declarations of the parties must be made in writing in order to be valid.
2. Placing of Order
The acceptance of a binding order requires a written order confirmation by the Contractor. If the order confirmation and the order differ in content, the other party must respond to the Contractor (hereinafter referred to as the Client or Party) without delay, otherwise the order confirmation shall be deemed accepted.
3. Publication of Information and Confidentiality
3.1 The content of brochures, price lists, catalogues and technical documents is generally non-binding, unless it is expressly guaranteed.
3.2 Each party shall retain all rights to plans and technical documents which it hands over to the other party. The receiving party recognises these rights and shall not make the documents available to third parties in whole or in part or use them for purposes other than those for which they were handed over without the prior written authorisation of the other party.
3.3 The parties undertake to treat as confidential all information of the other party that is labelled as confidential, is to be regarded as confidential under the circumstances and is neither generally accessible nor generally known. In case of doubt, information shall be deemed confidential.
4. Prices and Packaging
4.1 All prices are quoted net, excluding taxes and duties (VAT, customs duties, etc.), ex works of the Contractor (EXW according to INCOTERMS 2010).
4.2 Unless otherwise agreed or stated, packaging is included in the price and is generally non-returnable. However, if it is the property of the Contractor as agreed, it must be returned by the Client carriage paid to the place of dispatch.
5. Terms of Payment
5.1 If no terms of payment have been agreed, payments shall be due from the invoice date and shall be payable to the Contractor within 30 days of the invoice date without any deductions.
5.2 The payment deadlines shall also be met if transport, delivery, assembly, commissioning or acceptance of the delivered items or services are delayed or rendered impossible for reasons for which the Contractor is not responsible, or if minor parts are missing or minor repairs are necessary.
6. Retention of Title
6.1 The delivered items shall remain the property of the Contractor until all claims arising from the contractual relationship, including future claims, have been paid in full. The Contractor reserves the right (and the Client recognises this) to make an entry in the retention of title register.
6.2 The Client may only sell or pledge the delivered items if it has fulfilled all payment obligations arising from the contractual relationship in full.
7. Delivery Deadlines
Unless the order confirmation expressly states otherwise, the delivery dates stated are non-binding and no guarantee is given that they will be met.
The Contractor shall be entitled to make partial deliveries insofar as this is reasonable for the Client in the circumstances of the individual case.
8. Dispatch and Transfer of Risk
8.1 Each consignment shall be sent to the Client with a delivery note stating the corresponding order number. Unless otherwise agreed, transport shall be at the expense of the client. Special requests regarding dispatch, transport and insurance must be notified to the Contractor in good time.
8.2 Unless otherwise agreed in the contract, the risk shall pass to the customer when the goods are ready for dispatch.
9. Place of Fulfilment
Unless special agreements have been made, the place of fulfilment shall be the Contractor's location or the respective place of dispatch.
10. Acceptance
The Client must inspect all delivered items. Any defects must be reported immediately, but at the latest within 7 calendar days, otherwise they shall be deemed approved.
11. Warranty
11.1 The Contractor warrants that the delivered items have the warranted characteristics and do not have any physical or legal defects that impair their suitability for the intended use. Unless otherwise stated or agreed, the warranty period shall be 12 months from the transfer of risk.
11.2 Excluded from the warranty are defects due to normal wear and tear, inadequate maintenance, excessive use and for other reasons for which the contractor is not responsible.
12. Rectification of Defects and Replacement Delivery
The Contractor reserves the right to rectify any defects in services or deliveries that are not in accordance with the order, at its discretion, by rectification, repair or replacement delivery.
13. Rights
The rights to developments, inventions, production processes and other intellectual property in the contractual items shall remain with the Contractor.
14. Data Protection
The Contractor shall only collect data from the Client that is absolutely necessary and shall treat such data with absolute confidentiality. The Contractor shall only use this data in the context of the fulfilment of the contract.
15. Prohibition of Offsetting
The Client has no right to set-off.
16. Authorisations
If an official authorisation (in particular an export licence) is required for the provision of a contractual service, the Contractor shall take all necessary and reasonable precautions to obtain it. If the cooperation of the Client is required, the Client shall be obliged to do so. If such a licence is not granted or is granted with a delay, or if a granted licence is revoked, the Client cannot derive any claims against the Contractor from this.
17. Applicable Law and Place of Jurisdiction
17.1 Swiss substantive law shall apply in addition to these GTC, to the exclusion of its rules on conflicts of laws (in particular the IPRG). The Vienna Sales Convention is expressly excluded.
17.2 The ordinary courts at the Contractor's registered office shall have jurisdiction for all disputes arising from or in connection with this contract.