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1.       General


The following General Terms of Business shall apply to business transactions between DEVO-Tools AG ("DEVO"),


CHE-332.639.432, registered in Ziefen/BL, Switzerland, and the client ("CLIENT"). These General Terms of Business shall form an integral part of quotations provided by DEVO to the CLIENT and of any form of contract between DEVO and the CLIENT.


CLIENT’s terms to the contrary not expressly acknowledged by DEVO in writing shall not be binding on DEVO, even where DEVO does not object to them.



2.       Contracts


2.1.   Quotations


Quotations shall be based on documents provided by the CLIENT. Quotations, which may be subject to change, shall not be binding and may be adjusted on the basis of further negotiation. Any such adjustments, especially amendments, riders, abridgments etc. shall be taken into account as an additional charge/price reduction compared with the original quotation.



2.2.   Orders


The CLIENT shall place orders with DEVO verbally or in writing. DEVO shall accept orders and contracts shall take effect on written confirmation of order by DEVO.



3.       Cancellation


3.1.   By CLIENT


If the CLIENT cancels an order confirmed by us, DEVO reserves the right to invoice all accrued or accruing costs incurred by DEVO and its suppliers in processing the order.



3.2.   By DEVO


Where unforeseen events substantially alter the financial importance or content of goods or services or significantly affect DEVO’s work or if it subsequently becomes impossible to perform the contract, the contract shall be adjusted accordingly. If this is financially unviable, DEVO shall be entitled to terminate the contract or the clauses in question.



4.       Prices


All prices shall be quoted in Swiss francs net of VAT ex-works Ziefen in accordance with Incoterms 2000. Packaging, carriage, customs duty and any transport insurance shall be charged to the CLIENT at cost. Assembly and dismantling work shall be charged by the hour.



5.       Terms of payment


Payment shall be due in full 30 days from date of invoice. All payments must be made to us in Swiss francs. Special terms of payment which include payments on account or payment in advance shall be agreed for certain contracts, especially for larger installations.


The standard terms of payment for contracts over CHF 10,000 are as follows:


                35% with order,


                65% on delivery.



6.       Delivery dates


The CLIENT shall be advised of the delivery lead time together with confirmation of order. Delivery lead times shall commence on receipt of confirmation of order by the CLIENT. The delivery date shall be deemed to have been met if the consignment has left the factory or if the CLIENT has been advised that it is ready for shipment on that date. Late delivery shall not establish a compensation claim.



7.       Insurance


Transport insurance can be contracted on request at CLIENT’S expense.



8.       Transfer of perils


Perils shall pass to the CLIENT when the consignment leaves the factory. If shipment is delayed at the CLIENT’s request or for other reasons for which DEVO is not to blame, perils shall transfer to the CLIENT on the ex-works shipment date originally planned, after which products shall be stored and insured on the CLIENT’s behalf and at the CLIENT’s risk.



9.       Warranty and notice of defects


DEVO warrants that it shall repair or replace, as it so chooses, any parts that demonstrably failed or malfunctioned due to poor materials, flawed design or bad workmanship as quickly as possible for a period of 1 year from delivery of the product or service. The CLIENT shall not be entitled to cancel the contract or claim a price reduction. Where the CLIENT operates in multiple shifts, the warranty period shall be 6 months. The warranty period for replaced or repaired parts shall be 6 months from replacement, repair or acceptance.



Warranties shall not cover faults caused by normal wear and tear, poor storage or servicing, failure to follow assembly or operating instructions, excessive stress, unsuitable inputs, improper intervention by the CLIENT or a third party, use of non-genuine parts and defects due to other causes for which DEVO is not to blame.



Even attempted rectification of the product by the CLIENT or a third party without DEVO’s written consent shall invalidate all warranty claims, unless the CLIENT can prove that such action did not cause the product defect. Invoices for rectification of defects by the CLIENT or by outside firms instructed by the CLIENT shall only be accepted subject to prior agreement with DEVO.



The CLIENT must report the aforementioned defects and associated warranty claims immediately in writing.



10.     Disclaimer


DEVO shall accept liability for compensation claims based on warranties or other legal grounds only inasmuch as it or its legal agents and/or servants acted with intent or gross negligence. This shall not apply to lack of warranted attributes and shall be without prejudice to liability for claims under the Product Liability Act.



11.     Intellectual and other property rights


Intellectual and other property rights to drawings and other bidding documents and software supplied shall remain vested exclusively in DEVO. Software may not be copied or installed for use on other systems and it is prohibited to use programme routines for other purposes. Exceptions shall only be permitted subject to agreement with DEVO. DEVO offers no guarantee that systems will function correctly if the software is modified.



12.     Offset/retention


The CLIENT may only offset claims that are uncontested or established by final court judgment. The CLIENT shall only have a right of retention where the counterclaim is based on the same privity of contract.



13.     Saving clause


If one of the terms of these General Terms of Business is invalid or impractical, that shall not affect the validity of the rest of the contract or these General Terms of Business.



14.     Applicable law, CISG and place of jurisdiction


Privity of contract and these General Terms of Business shall be governed solely by substantive Swiss law. The UN Convention on Contracts for the International Sale of Goods (CISG) and Swiss conflict of law rules shall not apply.



The place of jurisdiction shall be 4417 Ziefen/BL, although DEVO shall also be entitled to sue in the natural forum.

Ziefen, October

 

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1.       General

The following General Terms of Business shall apply to business transactions between DEVO-Tecg AG ("DEVO"),

CHE-332.639.432, registered in Ziefen/BL, Switzerland, and the client ("CLIENT"). These General Terms of Business shall form an integral part of quotations provided by DEVO to the CLIENT and of any form of contract between DEVO and the CLIENT.

CLIENT’s terms to the contrary not expressly acknowledged by DEVO in writing shall not be binding on DEVO, even where DEVO does not object to them.

2.       Contracts

2.1.   Quotations

Quotations shall be based on documents provided by the CLIENT. Quotations, which may be subject to change, shall not be binding and may be adjusted on the basis of further negotiation. Any such adjustments, especially amendments, riders, abridgments etc. shall be taken into account as an additional charge/price reduction compared with the original quotation.

2.2.   Orders

The CLIENT shall place orders with DEVO verbally or in writing. DEVO shall accept orders and contracts shall take effect on written confirmation of order by DEVO.

3.       Cancellation

3.1.   By CLIENT

If the CLIENT cancels an order confirmed by us, DEVO reserves the right to invoice all accrued or accruing costs incurred by DEVO and its suppliers in processing the order.

3.2.   By DEVO

Where unforeseen events substantially alter the financial importance or content of goods or services or significantly affect DEVO’s work or if it subsequently becomes impossible to perform the contract, the contract shall be adjusted accordingly. If this is financially unviable, DEVO shall be entitled to terminate the contract or the clauses in question.

4.       Prices

All prices shall be quoted in Swiss francs net of VAT ex-works Ziefen in accordance with Incoterms 2000. Packaging, carriage, customs duty and any transport insurance shall be charged to the CLIENT at cost. Assembly and dismantling work shall be charged by the hour.

5.       Terms of payment

Payment shall be due in full 30 days from date of invoice. All payments must be made to us in Swiss francs. Special terms of payment which include payments on account or payment in advance shall be agreed for certain contracts, especially for larger installations.

The standard terms of payment for contracts over CHF 10,000 are as follows:

                35% with order,

                65% on delivery.

6.       Delivery dates

The CLIENT shall be advised of the delivery lead time together with confirmation of order. Delivery lead times shall commence on receipt of confirmation of order by the CLIENT. The delivery date shall be deemed to have been met if the consignment has left the factory or if the CLIENT has been advised that it is ready for shipment on that date. Late delivery shall not establish a compensation claim.

7.       Insurance

Transport insurance can be contracted on request at CLIENT’S expense.


8.       Transfer of perils

Perils shall pass to the CLIENT when the consignment leaves the factory. If shipment is delayed at the CLIENT’s request or for other reasons for which DEVO is not to blame, perils shall transfer to the CLIENT on the ex-works shipment date originally planned, after which products shall be stored and insured on the CLIENT’s behalf and at the CLIENT’s risk.

9.       Warranty and notice of defects

DEVO warrants that it shall repair or replace, as it so chooses, any parts that demonstrably failed or malfunctioned due to poor materials, flawed design or bad workmanship as quickly as possible for a period of 1 year from delivery of the product or service. The CLIENT shall not be entitled to cancel the contract or claim a price reduction. Where the CLIENT operates in multiple shifts, the warranty period shall be 6 months. The warranty period for replaced or repaired parts shall be 6 months from replacement, repair or acceptance.

Warranties shall not cover faults caused by normal wear and tear, poor storage or servicing, failure to follow assembly or operating instructions, excessive stress, unsuitable inputs, improper intervention by the CLIENT or a third party, use of non-genuine parts and defects due to other causes for which DEVO is not to blame.

Even attempted rectification of the product by the CLIENT or a third party without DEVO’s written consent shall invalidate all warranty claims, unless the CLIENT can prove that such action did not cause the product defect. Invoices for rectification of defects by the CLIENT or by outside firms instructed by the CLIENT shall only be accepted subject to prior agreement with DEVO.

The CLIENT must report the aforementioned defects and associated warranty claims immediately in writing.

10.     Disclaimer

DEVO shall accept liability for compensation claims based on warranties or other legal grounds only inasmuch as it or its legal agents and/or servants acted with intent or gross negligence. This shall not apply to lack of warranted attributes and shall be without prejudice to liability for claims under the Product Liability Act.

11.     Intellectual and other property rights

Intellectual and other property rights to drawings and other bidding documents and software supplied shall remain vested exclusively in DEVO. Software may not be copied or installed for use on other systems and it is prohibited to use programme routines for other purposes. Exceptions shall only be permitted subject to agreement with DEVO. DEVO offers no guarantee that systems will function correctly if the software is modified.

12.     Offset/retention

The CLIENT may only offset claims that are uncontested or established by final court judgment. The CLIENT shall only have a right of retention where the counterclaim is based on the same privity of contract.

13.     Saving clause

If one of the terms of these General Terms of Business is invalid or impractical, that shall not affect the validity of the rest of the contract or these General Terms of Business.

14.     Applicable law, CISG and place of jurisdiction

Privity of contract and these General Terms of Business shall be governed solely by substantive Swiss law. The UN Convention on Contracts for the International Sale of Goods (CISG) and Swiss conflict of law rules shall not apply.

The place of jurisdiction shall be 4417 Ziefen/BL, although DEVO shall also be entitled to sue in the natural forum.

Ziefen, October 2015

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